Common use of Release of Individual Property Clause in Contracts

Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with At any time Borrower may obtain the release of an Individual Property from the Lien of the Mortgage applicable Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement Documents (a “Release” and each such Individual Property, a “Release Property”), Borrower may obtain ) and the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the such Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event Not more than ninety (90) calendar days and not less than ten (10) calendar days prior to the date of Default shall have occurred the release, Borrower delivers a notice to Lender setting forth (i) the date of the proposed release and (ii) a description of the Release Property that will be continuing (unless, in subject to the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property)release; (b) no Event of Default shall be continuing on the date that the Release Property is released from the Lien of the Security Instrument thereon other than as expressly permitted below; (c) Borrower shall have paid to Lender the applicable Release Amount; (d) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Property for execution by Collateral AgentLender. Such release shall contain standard provisionsbe in a form appropriate in each jurisdiction in which such Release Property is located and that would be reasonably satisfactory to a prudent lender. In addition, if any, protecting the rights of Borrower shall provide all documentation Lender and Collateral Agent (as releasing secured parties); (c) After giving effect reasonably requires to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (A) shall be equal will effect such release in accordance with the terms of this Agreement, and (B) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to or greater than the greatest of (i) parties to the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Loan Documents and Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed releaseLoan Documents not being released), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case Borrower shall have paid or reimbursed Lender for all reasonable out of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with pocket costs and as a condition to the closing of the sale of such Individual Property, expenses incurred by Lender (or Servicer on its behalfincluding, without limitation, reasonable attorneys’ fees and disbursements) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepaymentany release effectuated pursuant to this Section 2.7, and Borrower shall have paid all third-party fees, costs and expenses incurred in connection with any such release, including but not limited to, the payment of all recording charges, filing fees, taxes or other similar expenses incurred in the reasonable judgment of Lender in order to effectuate the release; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);[Intentionally omitted] (g) At Lender’s request, Borrower shall deliver to Lender shall have received a written consent (i) an endorsement to the transfer from Title Insurance Policy for the lender under remaining Property (to the Mortgage Loan and each extent reasonably available in the State in which the remaining Property is located) insuring the Security Instrument, which endorsement (A) extends the effective date of such Title Insurance Policy for the remaining Property to the effective date of the Other Mezzanine Loans or receipt by release, (B) confirms no change in the priority of the Security Instrument on the balance of the Property (exclusive of the Release Parcel); and (C) lists any Permitted Encumbrances; and (ii) at Lender’s request, a survey in form and substance reasonably acceptable to Lender of other evidence satisfactory to Lender that all conditions imposed under the terms remaining portion of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lenderProperty; and (h) Collateral Agent Notwithstanding the foregoing provisions of this Section 2.7, if the Loan is included in a REMIC Trust, as a condition to such release, Borrower shall have received payment of all Collateral Agentestablished to Lender’s reasonable outsatisfaction that the loan-ofto-pocket costs value ratio of the Loan (expressed as a percentage) based upon valuations obtained by Borrower at its sole cost and expensesexpense using (i) an existing appraisal (if such release occurs within twenty-four (24) months of the Closing Date), including (ii) a new appraisal or (iii) a broker’s price opinion or other written determination of value using a commercially reasonable counsel fees valuation method (provided, in each case, that such appraisal, opinion or other determination constitutes a commercially reasonable method permitted to a REMIC Trust, and disbursements incurred in connection with provided, further, that such valuation shall be based solely on the value of real property and shall exclude personal property and going-concern value) does not exceed 125% immediately after the release of the Release Property, no such release will be permitted unless the Borrower pays down the principal balance of the Loan by an amount not less than the greater of (A) the Release Amount or (B) the least of one of the following amounts: (i) if the Individual Property and/or Release Borrower from is sold, the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release net proceeds of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a arm’s-length sale of the Rio Las VegasRelease Property to an unrelated Person, (ii) the fair market value of the Release Property at the time of the release, or (iii) an amount such that the loan-to-value ratio of the Loan as so determined by Lender after the release is not greater than the loan-to-value ratio of the Loan immediately prior to the release, unless the Lender receives an opinion of counsel that, if (B) is not followed, the release Securitization will not fail to maintain its status as a REMIC Trust as a result of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreementrelease. ARTICLE III [**Intentionally Omitted**]

Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral AgentLender. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as the releasing secured parties)lender; (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans made by Borrower in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21))Closing Date, and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, (ii) the Spread Maintenance Premium, if applicable and (iiiii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans (and, if any, a Permitted Mezzanine Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan Loan, and each of the Other Mezzanine Loans and Permitted Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each Mortgage Loan, the Other Mezzanine Loans and Permitted Mezzanine Loan if required thereunder; and (hg) Collateral Agent Lender shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or and or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (e) and clause (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral AgentLender. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as the releasing secured parties)lender; (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans made by Borrower in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21))Closing Date, and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, (ii) the Spread Maintenance Premium, if applicable and (iiiii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans (and, if any, a Permitted Mezzanine Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and Loan, each of the Other Mezzanine Loans and Permitted Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each Mortgage Loan, the Other Mezzanine Loans and Permitted Mezzanine Loan if required thereunder; and (hg) Collateral Agent Lender shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or and or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (e) and clause (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with After the Permitted Release Date, if Borrower has elected to defease a portion of the Loan and the applicable requirements of Section 2.4 hereof and this Section 2.5 have been satisfied, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event The principal balance of Default the Defeased Note shall have occurred and be continuing (unless, in equal or exceed the case of a prepayment upon Release Amount for the release of an applicable Individual Property; provided, however, if the undefeased portion of the Loan at the time a release is requested is less than the Release Amount, the Event Defeased Note shall equal the remaining undefeased portion of Default relates solely to such Individual Property and therefore would be fully cured by the release Loan at the time of such Individual Property)release; (b) Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Individual Property; (c) Borrower shall defease the portion of the Note equal to the Release Amount of the Individual Property being released (together with all accrued and unpaid interest on the principal amount being defeased) in accordance with the terms and conditions of Sections 2.4.1 and 2.4.2 hereof; (d) Borrower shall submit to Collateral AgentLender, not less than ten thirty (1030) Business Days days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property for execution by Collateral AgentLender. Such release shall contain standard provisionsbe in a form appropriate in each jurisdiction in which the Individual Property is located and that would be satisfactory to a prudent institutional lender. In addition, if anyBorrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, protecting together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will, following execution by Lender and recordation thereof, effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral Agent (as releasing secured partiesProperties subject to the Loan Documents not being released); (ce) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens Lien of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) Security Instrument shall be at least equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for all of the Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the such Individual Property Property. (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (iif) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Intentionally Deleted; (ig) The Lender shall have received evidence that the Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1SPC Party; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent Lender shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement related Security Instrument and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee ; and (other than costs and expenses, as provided in the preceding sentencei) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las VegasImmediately following such release, the Allocated Loan Amounts for each Amount of the Individual Property set forth on Schedule II attached released (the “Released Individual Property”) shall be automatically adjusted as set forth in Section 2.5.1 reduced to zero and the Allocated Loan Amounts of the Mortgage Individual Properties remaining subject to the Lien of a Security Instrument immediately following such release shall be reduced pro rata by the difference between the Release Amount of the Released Individual Property and the original Allocated Loan AgreementAmount of the Released Individual Property.

Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral AgentLender. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as the releasing secured parties)lender; (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans made by Borrower in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21))Closing Date, and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section Sections 2.4.1(d) or (e), as applicable, (ii) the Spread Maintenance Premium, if applicable and (iiiii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans (and, if any, a Permitted Mezzanine Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and Loan, each of the Other Mezzanine Loans and Permitted Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each Mortgage Loan, the Other Mezzanine Loans and Permitted Mezzanine Loan if required thereunder; and (hg) Collateral Agent Lender shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or and or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (e) and clause (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with After the Permitted Release Date, if Borrower has elected to defease a portion of the Loan and the applicable requirements of Section 2.4 hereof and this Section 2.5 have been satisfied, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s 's obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event The principal balance of Default the Defeased Note shall have occurred and be continuing (unless, in equal or exceed the case of a prepayment upon Release Amount for the release of an applicable Individual Property; provided, however, if the undefeased portion of the Loan at the time a release is requested is less than the Release Amount, the Event Defeased Note shall equal the remaining undefeased portion of Default relates solely to such Individual Property and therefore would be fully cured by the release Loan at the time of such Individual Property)release; (b) Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Individual Property; (c) Borrower shall defease the portion of the Note equal to the Release Amount of the Individual Property being released (together with all accrued and unpaid interest on the principal amount being defeased) in accordance with the terms and conditions of Sections 2.4.1 and 2.4.2 hereof; (d) Borrower shall submit to Collateral AgentLender, not less than ten thirty (1030) Business Days days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property for execution by Collateral AgentLender. Such release shall contain standard provisionsbe in a form appropriate in each jurisdiction in which the Individual Property is located and that would be satisfactory to a prudent institutional lender. In addition, if anyBorrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, protecting together with an Officer's Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will, following execution by Lender and recordation thereof, effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral Agent (as releasing secured partiesProperties subject to the Loan Documents not being released); (ce) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens Lien of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) Security Instrument shall be at least equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for all of the Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the such Individual Property Property. (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (iif) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Intentionally Deleted; (ig) The Lender shall have received evidence that the Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1SPC Party; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent Lender shall have received payment of all Collateral Agent’s reasonable out-of-pocket Lender's costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement related Security Instrument and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee ; and (other than costs and expenses, as provided in the preceding sentencei) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las VegasImmediately following such release, the Allocated Loan Amounts for each Amount of the Individual Property set forth on Schedule II attached released (the "RELEASED INDIVIDUAL PROPERTY") shall be automatically adjusted as set forth in Section 2.5.1 reduced to zero and the Allocated Loan Amounts of the Mortgage Individual Properties remaining subject to the Lien of a Security Instrument immediately following such release shall be reduced pro rata by the difference between the Release Amount of the Released Individual Property and the original Allocated Loan AgreementAmount of the Released Individual Property.

Release of Individual Property. Concurrently with After the Permitted Defeasance Date, if Borrower has elected to defease a portion of the Loan and the applicable requirements of Section 2.4 hereof and this Section 2.5 have been satisfied, and provided that no Event of Default shall then exist, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event The amount of Default the outstanding principal balance of the Loan to be defeased in accordance with Section 2.4 hereof shall have occurred and be continuing (unless, in equal or exceed the case of a prepayment upon Release Price for the release of an applicable Individual Property, the Event of Default relates solely to and such Individual Property and therefore would defeasance shall be fully cured by the release of such Individual Property)deemed a voluntary defeasance for all purposes hereunder; (b) Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Individual Property; (c) Borrower shall defease the portion of the Note equal to the Release Price of the Individual Property being released (together with all accrued and unpaid interest on the principal amount being defeased) in accordance with the terms and conditions of Sections 2.4.1 and 2.4.2 hereof; (d) Borrower shall submit (or cause the Operating Tenant to Collateral Agentsubmit) to Lender, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property for execution by Collateral AgentLender. Such release shall be in a form appropriate in the State in which the Individual Property is located and shall contain standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender and Collateral Agent (as releasing secured parties); (c) After giving effect reasonably requires to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans be delivered by Borrower in connection with such release) shall be equal to or greater than the greatest of , together with an Officer’s Certificate certifying that (i) the Debt Service Coverage Ratio for the twelve such documentation is in compliance with all applicable Legal Requirements, and (12ii) full calendar months immediately preceding the release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Individual Property Loan Documents not being released (assuming or as to the contemplated release had not occurred, i.e., for all parties to the Loan Documents and Properties subject to the Liens of the Mortgage prior to the proposed releaseLoan Documents not being released), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (ie) The Lender shall have received evidence that the Individual Property to be released shall be conveyed to (i) a Person other than a Mortgage Borrower or Mezzanine third party not Affiliated with any Borrower, Guarantor or Indemnitor and other than to in which Borrower and no Affiliate of Borrower, Guarantor and/or any Indemnitor has any Controlling beneficial interest or (ii) an Affiliate of Mortgage Borrower unlessprovided the terms of such conveyance (including, in without limitation, the latter case, such Affiliate is refinancing consideration paid therefor) are substantially similar to those which would have been available to Borrower had the Loan conveyance been negotiated on an arms’ length basis with a construction third party not Affiliated with Borrower, Principal, Guarantor or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepaymentIndemnitor; (f) Unless the Operating Lease provides for such deletion to occur automatically, Lender shall have received evidence that, contemporaneously with the conveyance a certified copy of an Individual Property in compliance with the provisions hereof, amendment to the Operating Lease for such reflecting the deletion of the Individual Property to be released, which amendment shall reduce the rental obligations of the applicable Operating Tenant thereunder by the Determined Minimum Rent, but no other economic provisions of the Leases shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents)modified or amended; (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement related Security Instrument and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently Provided no Event of Default has occurred and is continuing, unless such Event of Default relates solely to an Individual Property and such Event of Default would be cured by the release of such Individual Property, Borrower may (A) obtain the release of (i) the security interest held by Lender in the Pledged Interests in the applicable Mortgage Borrower owning the Individual Property being simultaneously released from the Lien of the Security Instrument thereon pursuant to Section 2.5.1 of the Mortgage Loan Agreement, provided that such Mortgage Borrower shall not continue to own any other Individual Property after giving effect to the release and Borrower shall not continue to own any direct or indirect ownership interest in such Mortgage Borrower, and (ii) Borrower’s obligations under the Loan Documents with the respect to such Pledged Interests (other than those expressly stated to survive), or (B) cause Mortgage Borrower to obtain a release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) Security Instrument pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and in the event that such Mortgage Borrower shall continue after such release to own any other Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least twenty (20) days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property)security interest; (b) Borrower shall submit have delivered to Collateral AgentLender evidence that would be satisfactory to a prudent institutional mezzanine loan lender that (i) Mortgage Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mortgage Loan Agreement in all material respects, not less than ten (10) Business Days prior with respect to the date of such release, a release of Lien of the Pledge Agreement Security instrument corresponding to the release requested pursuant to this Section 2.5.1 and (and related Loan Documents), only with respect ii) Mortgage Lender has delivered (or is simultaneously delivering) such release to such Release Mortgage Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in Section 2.4.1(dwhich such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) or the Interest Shortfall, if applicable, with respect to the amount prepaid, (eiii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), as applicable(iv) if such release occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium; notwithstanding the foregoing, no Spread Maintenance Premium shall be due in connection with such release if such release occurs prior to the Payment Date occurring in [October], 2006 and the aggregate Allocated Loan Amounts of all Individual Properties released pursuant to this Section 2.5 (including the Individual Property that is the subject of the release) does not exceed ten percent (10%) of the original principal balance of the Loan, and (iiv) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (d) Borrower shall submit to Lender, not less than twenty (20) days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents) for such security interests for execution by Lender. In addition, Borrower shall provide all other documents and affidavits that may be required by Applicable Law in connection with such release, together with an Officer’s Certificate certifying that (i) such documentation is in compliance with all applicable Legal Requirements, and (ii) the release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral subject to the Loan Documents not being released); (e) With respect to any partial prepayment of a portion of the outstanding principal balance of the Loan in connection with a release of the applicable Pledged Interests in accordance with all the conditions provided for in this Section 2.5.1, Lender shall release its security interest in the Pledged Interests in the applicable Mortgage Borrower owning the Individual Property being simultaneously released from the Lien of the Security Instrument thereon pursuant to Section 2.5.1 of the Mortgage Loan Agreement (but only in the event that such Mortgage Borrower does not continue to own any other Individual Property after giving effect to the release and Borrower does not continue to own any direct or indirect ownership interest in such Mortgage Borrower) and the other Loan Documents relating to such Pledged Interests and remit to Borrower any remaining Reserve Funds held solely with respect to such Individual Property; (f) After giving effect to such release, Lender shall have determined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to the greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property; if the conditions set forth in this clause (e) are not satisfied at the time of the proposed release, Borrower may satisfy such conditions by prepaying, in accordance with the requirements of Section 2.3.1 hereof, an amount of principal sufficient to cause each of the required Debt Service Coverage Ratios set forth in this clause (f) to be satisfied; notwithstanding the foregoing, if the Individual Property proposed to be released is either the Doubletree Albuquerque Property or the Hilton Airport Grand Rapids Property, and such release occurs prior to the Payment Date occurring in [October], 2006, the conditions of this clause (f) do not have to be satisfied as a condition to such release; (g) After giving effect to such release, Lender shall have determined that the aggregate Operating Lease Rents for the immediately preceding twelve (12) month period for the Properties then remaining subject to the Liens of the Security Instruments shall be sufficient to cover the Adjusted Debt Service, Mortgage Adjusted Debt Service, deposits to the Reserve Funds and all other amounts scheduled to become due and payable hereunder and under the Mortgage Loan Agreement during the next succeeding twelve (12) month period; if the conditions set forth in this clause (g) are not satisfied at the time of the proposed release, Borrower may satisfy such conditions by prepaying, in accordance with the requirements of Section 2.3.1 hereof, an amount of principal sufficient to cause the conditions set forth in this clause (g) to be satisfied; (h) Lender shall have received evidence thatthat would be satisfactory to a prudent institutional mezzanine loan lender that the Individual Property to be released pursuant to the Mortgage Loan Agreement shall be conveyed to a Person other than Mortgage Borrower, contemporaneously Borrower or Principal and that Borrower does not own any direct or indirect ownership interest in such Person; (i) If the Operating Tenant with respect to the conveyance Operating Lease for the Individual Property to be released is also the Operating Tenant with respect to an Operating Lease for any Individual Property that shall remain subject to the Lien of a Security Instrument, then the Operating Lease for the Property to be released shall have been terminated, and, after giving effect to such release, the Mortgage Borrower that owned such Individual Property prior thereto (the “Release Property Transferor”) is the owner of an Individual Property that remains encumbered by the Lien of the Security Instruments, Borrower shall, or cause Mortgage Borrower to, deliver an estoppel certificate from the Operating Tenant in compliance with the provisions hereof, form that would be satisfactory to a prudent institutional mezzanine loan lender stating that the Operating Lease for such Individual Property shall be has been terminated and cancelled (that the Operating Tenant has released the Release Property Transferor from all liability and such obligation to the Operating Tenant in connection with the Operating Lease and that the Release Property Transferor has no liability for the payment of any termination payments or any other payments due to the Operating Tenant and cancellation shall be permitted hereunder and under the other Loan Documents)no further liability or obligation in connection with said Operating Lease; (gj) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the such Individual Property and/or Release Borrower from the Lien of the related Security Instrument and, if applicable, of such Pledged Interests from the lien of the related Pledge Agreement Agreement, and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee ; and (other than costs and expenses, as provided in k) If the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs released pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon is the application of Philadelphia Property, in addition to the Net Sales Proceeds from above, Lender shall have received evidence that would be satisfactory to a prudent institutional mezzanine loan lender that the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached Austin Pledged Interests shall be automatically adjusted as set forth conveyed to a Person other than Mortgage Borrower, Borrower or Principal and that Borrower does not own any direct or indirect ownership interest in Section 2.5.1 of the Mortgage Loan Agreementsuch Person.

Release of Individual Property. Concurrently with If Xxxxxxxx has elected to prepay a portion of the Loan and the requirements of Section 2.4 and this Section 2.5.2 have been satisfied, and provided that no Default or Event of Default has occurred and is continuing, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (and, if Borrower so requests, if any Individual Borrower that is the owner of such released Individual Property(ies) does not own any other Individual Property, the release of such Individual Borrower from its obligations under the Loan Documents), in each case other than those obligations expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event The amount of Default the outstanding principal balance of the Loan to be prepaid shall have occurred and be continuing (unless, in equal or exceed the case of a prepayment upon Adjusted Release Amount for the release of an applicable Individual Property, the Event of Default relates solely to and such Individual Property and therefore would prepayment shall be fully cured by the release of such Individual Property)deemed a voluntary prepayment for all purposes hereunder; (b) Any non-cash proceeds are pledged to Lender as additional security for the Loan; (c) Subsequent to such release, each Individual Borrower (other than an Individual Borrower that is released in connection with such release) shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30, provided, however, that following such release, the fact that an Individual Borrower owned such Individual Property (or that a Sole Member owned equity interests in an Individual Borrower that owned such Individual Property), and matters associated with such Individual Property, shall constitute exceptions to the requirements set forth in the definition of “Special Purpose Entity”; (d) Following a Securitization, if required by the Approved Rating Agencies, Borrower shall deliver to Lender and the Approved Rating Agencies an Additional Insolvency Opinion or an update of the Insolvency Opinion indicating that the release does not affect the opinions set forth therein; (e) Following a Securitization, Borrower shall deliver (or direct to be delivered) to Lender and each Rating Agency, an opinion of counsel that such release would not cause a “significant modification” of the Loan, as such term is defined in Treasury Regulations Section 1.860G-2(b) if the Loan is included in a REMIC Trust, or, if the Loan is included in a grantor trust, as such term is defined in Treasury Regulations Section 1.1001-3; (f) If Borrower desires to cause any Liens (and related Loan Documents) to be released concurrently with such prepayment, Borrower shall submit to Collateral AgentLender, not less than ten thirty (1030) Business Days days prior to the date on which the prepayment will be made, drafts of releases of Liens (and related Loan Documents) for such release, a release Individual Property for execution by Lender; otherwise Lender or Servicer shall cause its counsel to prepare such releases of Lien of the Pledge Agreement Liens and related (and related Loan Documents), only with respect submit the drafts to Borrower and any title company engaged by Xxxxxxxx and process the same promptly following such Release prepayment, at Borrower, for execution by Collateral Agent’s sole cost and expense. Such releases shall be in a form appropriate in each jurisdiction in which the Individual Property is located and otherwise in form and substance reasonably acceptable to 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, (ii) will effect such release shall contain standard provisionsin accordance with the terms of this Agreement, if anyand (iii) will not impair or otherwise adversely affect the Liens, protecting the security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral Agent (as releasing secured partiesProperties subject to the Loan Documents not being released); (cg) After giving effect to such releaserelease (including the amount prepaid in Section 2.5.2.(a) above), the Debt Service Coverage Ratio Yield for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest greater of (x) 10.20% and (y) the lesser of (1) the Debt Yield immediately prior to giving effect to such release and (2) 11.70%; provided, however, that Borrower may satisfy the foregoing Debt Yield requirement by depositing with Lender, as additional collateral for the Loan, cash in an amount that when subtracted from the Principal Indebtedness would satisfy the foregoing Debt Yield requirement, which cash deposit, so long as no Event of Default is continuing, shall be returned to Borrower at such time as the foregoing Debt Yield requirement is satisfied without subtracting such amount from the Principal Indebtedness; provided that this condition (g) shall not apply in connection with a release of any Individual Property as a result of the exercise of a purchase option (but not a right of first offer or right of first refusal) by a party to an Identified Option Contract and such Individual Property is being released pursuant to this Section 2.5.2 as a result of the exercise of any such purchase option by a party to an Identified Option Contract. (h) The Adjusted Release Amount paid to Lender in connection with any such release shall be applied, provided no Event of Default shall have occurred and be continuing, (i) first, to reduce the Allocated Loan Amount of the Individual Property being released to zero and (ii) second, to the Debt, first to interest and then to principal, pro rata among each Note and any Note Components with respect to such prepayments up to the Pro Rata Cap (which such amount shall exclude the prepayments made under Section 7.8(c) up to the Earn-Out Cap) and thereafter sequentially among the Note Components starting with the most senior class to the most junior class, and following the occurrence and continuance of an Event of Default, in such sequence as Lender shall elect in its sole discretion, which the Borrower acknowledges and agrees may result in rate creep; (i) Borrower shall reimburse Lender and Servicer for any reasonable and documented costs and expenses Lender and Servicer incur arising from such release (including reasonable and documented attorneys’ fees and expenses) and Borrower shall have paid, in connection with such release, (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, (ii) all costs and expenses of the Rating Agencies incurred with respect to such release, and (iii) to any Servicer, the current fee being assessed by such Servicer to effect such release; (j) The applicable Master Lease shall be amended in order to (i) remove the applicable Individual Property therefrom, (ii) reduce the Rent due thereunder by the amount of the Rent which was due under such Master Lease for such Individual Property and (iii) remove the applicable Individual Borrower as a party thereto if such Individual Borrower no longer owns any Individual Property subject to such Master Lease, and with respect to the applicable Master Lease, Borrower shall provide to Lender a replacement or reaffirmation of the subordination, non-disturbance and attornment agreement with Borrower and the applicable Master Tenant in substantially the same form as the subordination, non-disturbance and attornment agreement delivered by Borrower and the applicable Master Tenant in connection with the Closing Date, or otherwise in form and substance reasonably acceptable to Lender; (k) Reserved; and (l) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the Loan-to-Value Ratio (as determined by Lender using any commercially reasonable method permitted to a REMIC Trust) exceeds or would exceed 125% immediately after the release of the applicable Individual Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Debt Service Coverage Adjusted Release Amount or (ii) the least of one (1) of the following amounts: (A) only if the released Individual Property is sold, the net proceeds of an arm’s length sale of the released Individual Property to an unrelated Person, (B) the fair market value of the released Individual Property at the time of the release, or (C) an amount such that the Loan-to-Value Ratio for the twelve (12as so determined by Lender) full calendar months immediately preceding after the release of the applicable Individual Property is not greater than the Loan-to-Value Ratio of the Properties immediately prior to such release, unless Xxxxxx receives an opinion of counsel that, if clause (assuming ii) is not followed, the contemplated Securitization will not fail to maintain its status as a REMIC Trust as a result of the release had not occurredof the applicable Individual Property. Any such prepayment shall be deemed a voluntary prepayment and shall be subject to Section 2.4.1 (other than the requirement to provide three (3) Business Days’ notice to Lender). Provided there exists no Event of Default, i.e.in the event that all of the Property owned by a Borrower has been released from the Liens of the Mortgage thereon in accordance with this Agreement (other than those obligations (including indemnification obligations) which expressly survive release or repayment of the Loan), for upon prior written notice to Lender and Counterparty (as defined in the Assignment of Interest Rate Cap Agreement), such Borrower may assign all of its right, title and interest in and to the applicable Interest Rate Cap Agreement to another Individual Borrower under the Loan that owns one or more Properties then remaining subject to the Liens of the Mortgage prior to the proposed release), Mortgages thereon (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine such Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently “Assignee Borrower”). In connection with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition precedent to) such assignment, Counterparty, Assignor (as defined in the Assignment of Interest Rate Cap Agreement, which, for the avoidance of doubt, may refer to the closing assigning Borrower or any Assignee Borrower that has assumed the interests of Assignor pursuant to and in accordance with the Assignment of Interest Rate Cap Agreement) and the applicable Assignee Borrower shall deliver to Lender (x) an assumption of the sale existing Assignment of such Individual Property, Interest Rate Cap Agreement reasonably acceptable to Lender (or Servicer on its behalf) shall have received a wire transfer new assignment of immediately available federal funds interest rate cap agreement in an amount equal form and substance substantially similar to the Release Price for the applicable Individual Property (to be applied to the principal Assignment of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate Cap Agreement delivered to Lender on the amount of principal being prepaid as provided in Section 2.4.1(dClosing Date and otherwise reasonably acceptable to Lender) or (e), as applicable, executed by Assignee Borrower and (iiy) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated acknowledgment and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan assignment and each assumption of the Other Mezzanine Loans or receipt applicable Interest Rate Cap Agreement executed by Lender of other evidence satisfactory Counterparty and reasonably acceptable to Lender that all conditions imposed under the terms of the Mortgage Loan Lender. Any Assignee Borrower may further assign its right, title and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by interest in and to the applicable lender; and (h) Collateral Agent shall have received payment of Interest Rate Cap Agreement to another Assignee Borrower, provided all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreementare satisfied.

Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral AgentLender. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as the releasing secured parties)lender; (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans made by Borrower in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21))Closing Date, and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section Sections 2.4.1(d) or (e), as applicable, (ii) the Spread Maintenance Premium, if applicable and (iiiii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans (and, if any, a Permitted Mezzanine Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan Loan, and each of the Other Mezzanine Loans and Permitted Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each Mortgage Loan, the Other Mezzanine Loans and Permitted Mezzanine Loan if required thereunder; and (hg) Collateral Agent Lender shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or and or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (e) and clause (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with Except as set forth in this Section 2.10, Section 2.12 and Section 8.10 hereof, no repayment or prepayment of all or any portion of the Loan shall cause, or give rise to a right to require, or otherwise result in, the release of any lien of any Security Instrument on any Individual Property. Provided no Event of Default shall have occurred and be continuing, Borrower shall have the right (i) at any time with respect to the Floating Rate Component and (ii) at any time after the Release Date and prior to the Maturity Date with respect to the Fixed Rate Component to obtain the release (the “Release”) of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and each such Individual Property, a the “Release Released Property”), Borrower may obtain ) from the lien of the related Security Instrument thereon (and the related Loan Documents) and the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Released Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditionsconditions precedent: (a) No Event Borrower shall provide Lender with fifteen (15) Business Days (or a shorter period of Default shall have occurred and be continuing time if permitted by Lender in its sole discretion) prior written notice of the proposed Release (unless, in the case date of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release Lender’s receipt of such Individual Propertynotice shall be referred to herein as the “Release Notice Date”); (b) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such releaseRelease, a release of Lien of the Pledge Agreement lien (and related Loan Documents), only with respect to such Release Borrower, ) for the Released Property for execution by Collateral AgentLender. Such release shall be in a form appropriate in each jurisdiction in which the Released Property is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide to Lender all other documentation of a ministerial or administrative nature that 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 applicable Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and Collateral Agent (iii) will not impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents not being released (or as releasing secured partiesto the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (c) After The Released Property shall either (i) be conveyed to a Person other than Borrower, Guarantor or their respective Affiliates pursuant to a sale of such Released Property in an arm’s length transaction or (ii) be conveyed to an Affiliate of Borrower (other than another Borrower) provided that Lender receives a New Non-Consolidation Opinion with respect to such Release; (d) As of the date of consummation of the Release, after giving effect to such releasethe release of the lien of the related Security Instrument(s) encumbering the related Released Property, the Debt Service Coverage Ratio for the Properties then remaining subject Yield with respect to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) remaining Individual Properties shall be equal to or greater than the greatest greater of (i1) the Closing Date Debt Yield and (2) the Debt Service Coverage Ratio for Yield of all Individual Properties encumbered by the twelve (12) full calendar months Security Instruments immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% consummation of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1Release; (e) In Each Borrower shall continue to be in compliance with the case terms and conditions of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition Article 5 hereof after giving effect to such Release; (f) With respect to the closing of Floating Rate Component, Borrower shall (A) partially prepay the sale of such Individual PropertyDebt in accordance with Section 2.7(b) or Section 2.7(c) hereof, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds as applicable, in an amount equal to the Release Price for the Released Property, (B) pay the Breakage Costs (if applicable) and any applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided Shortfall due hereunder in Section 2.4.1(d) or (e), as applicable, connection therewith and (iiC) all other sums pay any Prepayment Premium due under this Agreement, the Note or the other Loan Documents in connection with a partial therewith (unless the first sentence of Section 2.7(c) applies to such prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender With respect to the Fixed Rate Component, (i) prior to the Prepayment Release Date, Borrower shall comply with the terms of Section 2.12 hereof with respect to the Release and (ii) on and after the Prepayment Release Date, Borrower shall (A) partially prepay the Debt in accordance with Section 2.7(b) hereof in an amount equal to the Release Price for the Released Property and (B) pay any applicable Interest Shortfall due hereunder in connection therewith; (h) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the Loan-to-Value Ratio (as Borrower shall have received established to Lender’s reasonable satisfaction based upon valuations obtained by Borrower at its sole cost and expense using any commercially reasonable valuation method permitted to a REMIC Trust (which may include an existing or updated appraisal or other written consent determination of value using a commercially reasonable valuation method reasonably satisfactory to Lender)) (expressed as a percentage) (which for the avoidance of doubt shall not include the Mezzanine Loans) exceeds or would exceed 125% immediately after giving effect to the transfer from the lender under the Mortgage Loan and each release of the Other Mezzanine Loans applicable Individual Property, no release under any provision of this Agreement will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Price or receipt (ii) the least of the following amounts: (A) only if the released Individual Property is sold to an unrelated Person, the net proceeds of an arm’s length sale of the released Individual Property to an unrelated Person, (B) the fair market value of the released Individual Property at the time of the Release and (C) an amount such that the Loan-to-Value Ratio (as so determined by Lender in accordance with the provisions of this clause (h)) after giving effect to the Release of the applicable Individual Property is not greater than the Loan-to-Value Ratio immediately prior to such Release, unless Lender receives a REMIC Opinion with respect to the Release (provided, however, that any such prepayment shall be deemed a voluntary prepayment but shall not be subject to the Prepayment Premium or to any other premium or penalty); (i) Borrower shall pay all of Lender’s reasonable costs and expenses and the costs and expenses of the Rating Agencies in connection with the Release and the current market fee being assessed by Servicer with respect to such Release, including, without limitation, counsel fees, recording charges, filing fees and taxes and any other expenses payable in connection therewith; and (j) Borrower shall have delivered to Lender evidence reasonably satisfactory to Lender that each Mezzanine Borrower has complied in all conditions imposed under material respects with all of the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) the applicable Mezzanine Loan Agreement with respect to a release of the security interest corresponding to the Release requested pursuant to this Section 2.5.12.10. Notwithstanding the foregoing requirementsrequirement of this Section 2.10 that no Event of Default be continuing, if there is an Event of Default due to a non-monetary Default with respect to any Individual Property for which the cure period set forth herein has expired or Borrower has determined in the case exercise of its reasonable, good-faith judgment that it would not be commercially reasonable to cure a sale non-monetary Default with respect to any Individual Property, provided that no other Event of the Rio Las VegasDefault then exists, the release of the Rio Individual Borrower shall be permitted hereunder if a have the right to Release of the Rio Las Vegas occurs such Individual Property pursuant to the terms and conditions of this Section 2.5.1 2.10 if (i) such release is being effectuated in order to cure such Event of Default or non-monetary Default related solely to such Individual Property, (ii) such Event of Default or non-monetary Default is not the result of the Mortgage Loan Agreement willful misconduct or bad faith actions of Borrower or any Affiliate thereof, as determined by Lender in its reasonable discretion and upon the application (iii) all other conditions of this Section 2.10 are satisfied with regard to such Release; provided, that, such Release shall not be deemed to cure any Event of Default, any non-monetary Default and/or any other Default not related to such Individual Property being so released pursuant to this paragraph. In addition to payment of the Net Sales Proceeds from the sale reasonable costs and expense of the Rio Las Vegas Lender and Servicer in connection with such Release in accordance with this Section 2.10, Borrower shall also pay to Lender all reasonable costs and expenses incurred by Lender and Servicer in connection with such Default or Event of Default in accordance with the terms and conditions of this Agreement. Notwithstanding anything to the contrary contained in this Section 2.5.1 2.10, the parties hereto hereby acknowledge and agree that after the Securitization of the Mortgage Loan (or any portion thereof or interest therein), with respect to any Lender approval or similar discretionary rights over any matters contained in this Section 2.10 (any such matter, a “Release Approval Item”), such rights shall be construed such that Lender shall only be permitted to withhold its consent or approval with respect to any Release Approval Item if the same fails to meet the Prudent Lender Standard. In addition, notwithstanding anything to the contrary contained in this Agreement and Article VII and/or the other Loan Documents, in no instance shall G&E XX XXXX XX Parkway Medical Center, LLC be released by Lender from the obligations of the Note Sales Agreement, Loan Documents for so long as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementDebt is outstanding.

Release of Individual Property. Concurrently with Provided no Event of Default has occurred and is continuing, unless such Event of Default relates solely to an Individual Property and such Event of Default would be cured by the release of such Individual Property, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least twenty (20) days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an the Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit have delivered to Collateral AgentLender evidence that would be satisfactory to a prudent institutional mortgage loan lender that (i) Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine Loan Agreement in all material respects, not less than ten (10) Business Days prior with respect to the date of such release, a release of Lien of the Pledge Agreement security interest corresponding to the release requested pursuant to this Section 2.5.1 and (and related Loan Documents), only with respect ii) Mezzanine Lender has delivered (or is simultaneously delivering) such release to such Release Mezzanine Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in Section 2.4.1(dwhich such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) or the Interest Shortfall, if applicable, with respect to the amount prepaid, (eiii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), as applicable(iv) if such release occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium; notwithstanding the foregoing, no Spread Maintenance Premium shall be due in connection with such release if such release occurs prior to the Payment Date occurring in [October], 2006 and the aggregate Allocated Loan Amounts of all Individual Properties released pursuant to this Section 2.5 (including the Individual Property that is the subject of the release) does not exceed ten percent (10%) of the original principal balance of the Loan, and (iiv) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (fd) Lender Borrower shall have received evidence thatsubmit to Lender, contemporaneously with not less than twenty (20) days prior to the conveyance date of an Individual Property in compliance with the provisions hereofsuch release, the Operating Lease a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender. Such release shall be terminated in a form appropriate in each State in which the Individual Property is located and cancelled shall contain standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documents and affidavits that may be required by Applicable Law in connection with such release, together with an Officer’s Certificate certifying that (i) such documentation is in compliance with all applicable Legal Requirements, and (ii) the release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (e) After giving effect to such release, Lender shall have determined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to the greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property; if the conditions set forth in this clause (e) are not satisfied at the time of the proposed release, Borrower may satisfy such conditions by prepaying, in accordance with the requirements of Section 2.3.1 hereof, an amount of principal sufficient to cause each of the required Debt Service Coverage Ratios set forth in this clause (e) to be satisfied; notwithstanding the foregoing, if the Individual Property proposed to be released is either the Doubletree Albuquerque Property or the Hilton Airport Grand Rapids Property, and such termination and cancellation release occurs prior to the Payment Date occurring in [October], 2006, the conditions of this clause (e) do not have to be satisfied as a condition to such release; (f) After giving effect to such release, Lender shall have determined that the aggregate Operating Lease Rents for the immediately preceding twelve (12) month period for the Properties then remaining subject to the Liens of the Security Instruments shall be permitted sufficient to cover the Adjusted Debt Service, Mezzanine Adjusted Debt Service, deposits to the Reserve Funds and all other amounts scheduled to become due and payable hereunder and under the other Mezzanine Loan Documents)Agreement during the next succeeding twelve (12) month period; if the conditions set forth in this clause (f) are not satisfied at the time of the proposed release, Borrower may satisfy such conditions by prepaying, in accordance with the requirements of Section 2.3.1 hereof, an amount of principal sufficient to cause the conditions set forth in this clause (f) to be satisfied; (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence that would be satisfactory to Lender a prudent institutional mortgage loan lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans Individual Property to be released shall have been complied with by the borrower thereunder be conveyed to a Person other than Borrower or otherwise waived by the applicable lender; andPrincipal; (h) Collateral Agent If the Operating Tenant with respect to the Operating Lease for the Individual Property to be released is also the Operating Tenant with respect to an Operating Lease for any Individual Property that shall remain subject to the Lien of a Security Instrument, then the Operating Lease for the Property to be released shall have been terminated, and, after giving effect to such release, the Borrower that owned such Individual Property prior thereto (the “Release Property Transferor”) is the owner of an Individual Property that remains encumbered by the Lien of the Security Instruments, Borrower shall deliver an estoppel certificate from the Operating Tenant in form that would be satisfactory to a prudent institutional mortgage loan lender stating that the Operating Lease has been terminated and that the Operating Tenant has released the Release Property Transferor from all liability and obligation to the Operating Tenant in connection with the Operating Lease and that the Release Property Transferor has no liability for the payment of any termination payments or any other payments due to the Operating Tenant and no further liability or obligation in connection with said Operating Lease; (i) Lender shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement related Security Instrument and the review and approval of the documents and information required to be delivered in connection therewith. Each of ; and (j) If the Individual Property to be released is the Philadelphia Property, in addition to the above, Lender and Collateral Agent acknowledges shall have received evidence that it would be satisfactory to a prudent institutional mortgage loan lender that the Austin Pledged Interests shall not charge any fee (be conveyed to a Person other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property Borrower or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementPrincipal.

Release of Individual Property. Concurrently with Borrower may obtain the release of an Individual Property (the Individual Property to be released is sometimes referred to herein as the “Release Property”) from the Mortgage thereon (or at Borrower’s option, an assignment thereof to one or more third parties) and from the Lien of the Mortgage thereon (and related Mortgage Loan Documents, provided that the following conditions precedent to such release are satisfied (the “Release Conditions”): (i) pursuant to Section 2.5.1 Borrower prepays the Loan in the amount of the Mortgage Loan Agreement applicable Release Amount and the requirements and conditions of Section 2.4.2(b) are satisfied; (ii) no Event of Default has occurred and is continuing (other than a “Release” and non-monetary Event of Default that is specific to such Individual PropertyRelease Property (including without limitation, any breach of a “representation or warranty with respect to such Release Property”), Borrower may obtain ) and would be cured as a result of the release of the related Individual Release Property, so long as (x) within five (5) Business Days of the occurrence of such Event of Default (after the expiration of any applicable cure period with respect thereto other than a cure obtained by release under this Section 2.5.2), Borrower with an indirect ownership interest in gives notice to Lender of Borrower’s intent to cure such Individual Event of Default by obtaining the release of the Release Property and (y) such release occurs within forty-five (45) days following the occurrence of such Event of Default (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Qualified Release Property Default”)); and (other than those expressly stated to survive), upon the satisfaction of each of iii) the following conditionsconditions are satisfied: (a) No Event The Release Property shall be transferred and conveyed to a Person other than Borrower or any other Loan Party, and shall be transferred and conveyed pursuant to a bona fide all-cash sale of Default shall have occurred the Release Property to a third party that is not an Affiliate of Borrower or of any other Loan Party on arms-length terms and be continuing conditions unless (unless, in the case of a prepayment upon i) the release of an Individual Property, the Event of Release Property is effected in order to cure a Qualified Release Property Default relates solely to such Individual Property and therefore would be fully cured by or (ii) the release of the Release Property is in connection with the closing of an Assumption pursuant to definitive documentation of such Assumption and such release permits Borrower to satisfy a condition to closing such Assumption or in furtherance of the exercise of a right by purchaser thereunder to exclude such Release Property from the transaction described therein (provided that this clause (ii) shall only be available for Individual PropertyProperties having aggregate Allocated Loan Amounts not greater than ten percent (10%) of the aggregate Allocated Loan Amounts of all Individual Properties immediately prior to such Assumption); (b) the following amounts shall be paid: (i) the Outstanding Principal Balance shall be prepaid by an amount equal to the Release Amount for the applicable Individual Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.6 (including with respect to any prepayments made under clause (iii) below); (ii) concurrently with the payment of the Release Amount, each Mezzanine Borrower shall make a partial prepayment of the related Mezzanine Loan equal to the related Mezzanine Release Amount applicable to such Individual Property, together with any related interest, fees, prepayment premiums or other amounts payable under the related Mezzanine Loan Documents, if any, in connection with such prepayment, including, to the extent required under the applicable Mezzanine Loan Documents, interest which would have accrued on the outstanding principal balance of the related Mezzanine Loan pursuant to the related Mezzanine Loan Documents through the end of the interest period set forth therein during which such prepayment occurs; and (iii) if following the application of the prepayments of the Loan and the Mezzanine Loans described in clauses (i) and (ii) above, either (A) the Debt Yield (calculated based on the financial statements most recently delivered to Lender) (exclusive of the Release Property and the Net Operating Income therefrom) would be less than the minimum Debt Yield required under clause (d) below, (B) if the release or assignment occurs after the Approved Mezzanine Closing Date, the Aggregate Debt Yield (calculated based on the financial statements most recently delivered to Lender) (exclusive of the Release Property and the Net Operating Income therefrom) would be less than the minimum Aggregate Debt Yield required under clause (d) below and/or (C) additional prepayments would be required to comply with respect to the REMIC Requirements pursuant to clause (f) below (with respect to the Loan) and/or the corresponding section of the applicable Mezzanine Loan Agreement (with respect to the applicable Mezzanine Loan), then concurrently with and in addition to the prepayments described in clauses (i) and (ii) above, Borrower and/or the applicable Mezzanine Borrower(s), as applicable, shall make additional prepayments of the Loan and/or the Mezzanine Loans, as applicable, in the aggregate amount(s) required (x) to increase the Debt Yield (calculated based on the financial statements most recently delivered to Lender) (exclusive of the Release Property and the Net Operating Income therefrom) to the minimum Debt Yield required under clause (d) below, (y) if the release or assignment occurs after the Approved Mezzanine Closing Date, to increase the Aggregate Debt Yield (calculated based on the financial statements most recently delivered to Lender) (exclusive of the Release Property and the Net Operating Income therefrom) to the minimum Aggregate Debt Yield required under clause (d) below and/or (z) to comply with the REMIC Requirements pursuant to clause (f) below (and the corresponding provisions of the applicable Mezzanine Loan Agreements), such excess prepayments to be allocated among the Loan and the Mezzanine Loans first, as required to satisfy the REMIC Requirements for the Loan and/or the applicable Mezzanine Loan(s), and next pro rata in accordance with their respective outstanding principal balances immediately prior to such release (such pro rata application to take into account the foregoing payments already made to Lender (and/or any Mezzanine Lender) to satisfy the applicable REMIC Requirements); (c) Borrower shall submit to Collateral AgentLender, not less than ten five (105) Business Days prior to the date on which the prepayment will be made (or, if later, at the time of such releasethe Prepayment Notice in the case of a prepayment to be made in connection with an Assumption), a release or assignment of the Lien of the Pledge Agreement (Mortgage on the Release Property and release of the Lien of the related Loan Documents), only with respect to Documents for such Release Borrower, Property for execution by Collateral AgentLender. Such release or assignment shall be in a form appropriate in each jurisdiction in which the Individual Property is located and shall contain standard provisionsprovisions satisfactory to a prudent lender acting reasonably. Any assignments made by Lender shall be without recourse, if anyrepresentation or warranty by Lender (other than representations relating to due execution and authority) and comply with all applicable law. In addition, protecting the rights Borrower shall provide all other documentation of a ministerial or administrative nature that Lender and Collateral Agent (as releasing secured parties)reasonably requires to be delivered by Borrower in connection with such release or assignment; (cd) After giving effect to such releaserelease or assignment, and after the application of any prepayments by Borrower and Mezzanine Borrowers described in clause (b) above, (i) the Debt Service Coverage Ratio Yield based upon the Net Operating Income for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect calculated based on the financial statements most recently delivered to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such releaseLender) shall be equal to or greater than the greatest greater of (iA) the Debt Service Coverage Ratio Yield (calculated based on the financial statements most recently delivered to Lender) (inclusive of the Release Property and the Net Operating Income therefrom) immediately prior to such release or assignment and not taking into account any prepayments described in clause (b) above and (B) the Initial Debt Yield and (ii) if such release or assignment occurs after the Approved Mezzanine Closing Date, then the Aggregate Debt Yield based upon the Net Operating Income for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties then remaining subject to the Liens of the Mortgage Mortgages (calculated based on the financial statements most recently delivered to Lender) shall be equal to or greater than the Aggregate Debt Yield (calculated based on the financial statements most recently delivered to Lender) (inclusive of the Release Property and the Net Operating Income therefrom) immediately prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), such release or assignment and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials not taking into account any prepayments described in clause (b) of this Section 2.5.1above; (e) In Following such release or assignment, Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity and to comply with all provisions of the case Loan Documents pertaining to a Special Purpose Bankruptcy Remote Entity; (f) If the Loan is included in a REMIC Trust, such release satisfies the REMIC Requirements in effect as of (i) the date on which the applicable Prepayment Notice is given and (ii) the date on which such release shall occur, and if required by Lender, Borrower shall deliver to Lender a REMIC Opinion with respect to such release; (g) To the extent that the Franchisor party to the Franchise Agreement affecting such Release Property is also a Franchisor under other Franchise Agreements and/or to the extent that the Franchise Agreement affecting such Release Property also affects other Properties which will not be released, such release shall not result in a default under any of such Franchise Agreements or give the Franchisor thereunder the right to terminate any of such Franchise Agreements, and all requisite consents to such release shall have been obtained from the applicable Franchisor and Lender shall have received reasonably satisfactory evidence of same (which may be demonstrated by an Officer’s Certificate certifying to the foregoing); (h) All other conditions to the release of such Individual Property set forth in the Mezzanine Loan Documents shall been satisfied or waived in accordance therewith (as evidenced by an Officer’s Certificate and the delivery to Lender of a copy of a payoff letter from the applicable Mezzanine Lender); (i) Borrower shall have paid all reasonable third-party costs and expenses incurred by Lender and/or its Servicer in connection with any such release or assignment and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignment, not to exceed (in the aggregate for Lender and its Servicer) $8,500; (j) Borrower shall have paid (from Available Cash distributed to Borrower and/or from proceeds of sale of an Individual such Release Property remaining after the payment of the Release Amount or other than contributions, the Rio Las Vegas, simultaneously Mezzanine Release Amounts and all other amounts payable by Borrower in connection with and as a condition the release of such Release Property) to the closing of applicable Manager (or escrowed for such Manager’s benefit if required under the applicable Management Agreement), any transition or termination costs or expenses, termination fees, or their equivalent, to which such Manager is entitled in connection with the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (hk) Collateral Agent shall have received payment For the avoidance of all Collateral Agent’s reasonable out-of-pocket costs and expensesdoubt, including reasonable counsel fees and disbursements incurred in connection with the any release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release Property to which a Qualified Release Property Default relates that is effected within forty-five (45) days after the occurrence of the Rio Las Vegas occurs pursuant to the terms such Event of Section 2.5.1 of the Mortgage Loan Agreement Default and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms provisions of this Section 2.5.1 2.5.2, shall concurrently cure such Event of Default and, if the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegashas been accelerated, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached acceleration shall be automatically adjusted as set forth in Section 2.5.1 rescinded (assuming no other Event of the Mortgage Loan AgreementDefault shall thereafter be continuing).

Release of Individual Property. Concurrently with (a) After the Permitted YM Prepayment Date, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement Documents (a “Release” and each such Individual Property, a “Release Property”), Borrower may obtain ) and the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the such Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (ai) No Borrower shall deliver notice to Lender of the proposed release of such Release Property, and no Default or Event of Default shall have occurred and be continuing at the time such notice is delivered to Lender and on the date that the Release Property is released from the Lien of the Mortgage thereon; (unlessii) Borrower shall have paid to Lender (A) the applicable Release Amount and (B) the Yield Maintenance Premium, if applicable (as provided in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual PropertySection 2.4.1); (biii) Borrower shall submit to Collateral AgentLender, not less than ten fifteen (1015) Business Days days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Property for execution by Collateral AgentLender. Such release shall contain standard provisionsbe in a form appropriate in each jurisdiction in which such Release Property is located and that would be reasonably satisfactory to a prudent lender. In addition, if anyBorrower shall provide all documentation Lender reasonably requires to be delivered by Borrower in connection with such release, protecting together with an Officer’s Certificate certifying that such documentation (A) will effect such release in accordance with the terms of this Agreement, and (B) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral Agent (as releasing secured partiesIndividual Properties subject to the Loan Documents not being released); (civ) After giving effect to such release, as of the date of such release, the Debt Service Coverage Ratio for the Properties (excluding such Release Property then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such releasebeing released) shall not be equal to or greater less than the greatest greater of (iA) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding such release and (B) the release of the Individual Property (assuming the contemplated release had not occurredClosing Date DSCR; provided, i.e.however, for all Properties subject that, in order to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of satisfy the Debt Service Coverage Ratio as requirement set forth in this clause (iv) Borrower may prepay a portion of the date Loan in accordance with Section 2.4.1 hereof (which and/or one or more Mezzanine Borrowers may prepay all or a portion of the parties agree is 1.21)), and (iii) 1.0related Mezzanine Loan in accordance with Section 2.4.1 of the applicable Mezzanine Loan Agreement; (iv) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price paid or reimbursed Lender for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expensesexpenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with any release effectuated pursuant to this Section 2.6.1, and Borrower shall have paid all third-party fees, costs and expenses incurred in connection with any such release, including reasonable counsel fees but not limited to, the current fee being assessed by such Servicer to effect such release and disbursements any other charges incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee Liens; (other than costs and expenses, as provided in the preceding sentencevi) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall have delivered to Lender (A) evidence that would be permitted hereunder if reasonably satisfactory to a Release prudent lender that the Special Purpose Entity nature and bankruptcy remoteness of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement Borrower following such release have not been adversely affected and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas are in accordance with the terms and provisions of Section 2.5.1 this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion or delivery of an Additional Insolvency Opinion, if the same would be reasonably required by a prudent lender in such circumstances); and (B) an opinion of a nationally-recognized tax counsel that the release of such Release Property would not constitute a “significant modification” of the Mortgage Loan Agreement and Article VII of the Note Sales Agreementunder Treasury Regulations Section 1.860G-2(b) nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or a Grantor Trust, as applicable. Simultaneously , or a tax to be imposed on a Securitization Vehicle; and (vii) Borrower shall deliver evidence satisfactory to Lender that each Mezzanine Borrower has otherwise complied with the closing all of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as terms and conditions set forth in Section 2.5.1 the applicable Mezzanine Loan Documents in respect of the Mortgage release of the applicable Individual Property. (b) Simultaneously with any release of a Release Property in accordance with this Section 2.6.1, any Borrower which, as a result of such release no longer owns any Individual Properties, shall be released from its obligations under the Loan Agreementand the Loan Documents other than with respect to any provision of this Agreement and the other Loan Documents which expressly survives the termination of this Agreement and the satisfaction and discharge of the Debt and then only insofar as such liabilities and obligations arise from or relate to such Borrower and/or such Release Property owned by such Borrower.

Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) ), together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with Borrower may cause Mortgage Borrower, except for El Con Mortgage Borrower and El San Xxxx Mortgage Borrower, to obtain the release of an Individual Property (other than the El Con Individual Property and the El San Xxxx Individual Property) and after the Prepayment Release Date, Borrower may cause El Con Mortgage Borrower and El San Xxxx Mortgage Borrower to also obtain the release of the El Con Individual Property and the El San Xxxx Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 and the release of Mortgage Borrower’s obligations under the Mortgage Loan Agreement (a “Release” and Documents with respect to such Individual Property, a “Release Property”), Borrower may Property and to obtain the release of the related Collateral and of the applicable Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would that will not be fully cured by the release of such Individual Property); (b) Mortgage Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior have satisfied all of the conditions to the date of such release, a proposed release of Lien of set forth in the Pledge Agreement (and related Mortgage Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties)Agreement; (c) After Subject to the third sentence of this Section 2.5.1(c) giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgage Loan Documents shall be equal to or greater than the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property. In addition and if the Individual Property to be released is a Non-Minority Interest Property, after giving effect to such release, the Debt Service Coverage Ratio for the Non-Minority Interest Properties then remaining subject to the Liens of the Mortgages shall be equal to or greater than the Debt Service Coverage Ratio for all of the then remaining Non-Minority Interest Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property. Notwithstanding the provisions set forth in the first sentence of this Section 2.5.1(c), in the event that the Individual Property to be released is the Atlanta Individual Property, then after giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall not be equal to or greater less than the greatest of (i) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Atlanta Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Atlanta Individual Property, plus 0. 01. For purposes of clarification only, if the Debt Service Coverage Ratio for all of the then remaining Properties (including the Atlanta Individual Property (assuming to be released) for the contemplated applicable period is equal to 1.20 to 1.0, then, after giving effect to the release had not occurredof the Atlanta Individual Property, i.e., the Debt Service Coverage for all the Properties then remaining subject to the Liens of the Mortgage prior Mortgages must be greater than or equal to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.21 to 1.0; (id) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrowerany of its Affiliates, and other than to an Affiliate of if such Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions will continue to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1own Properties not released; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition Borrower shall pay to the closing Lender in reduction of the sale outstanding principal balance of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Loan the Adjusted Release Price Amount for the applicable Individual Property (to be applied and the Prepayment Spread Maintenance Payment, if any, and the Exit Fee, if any, due in connection therewith. Notwithstanding anything to the principal contrary contained in Section 2.4 hereof or the foregoing provisions of this Section 2.5.1(e), Borrower may obtain the release of the Collateral with respect to and cause Mortgage Borrower to obtain the release of one (1) Individual Property (other than the El Con Individual Property or the El San Xxxx Individual Property) with the payment of the Prepayment Spread Maintenance Payment and the Exit Fee if such prepayment occurs on or prior to the Lockout Release Date and without any Prepayment Spread Maintenance Payment or Exit Fee thereafter, provided, that no Individual Property has been theretofore released without the payment of the Prepayment Spread Maintenance Payment; and (f) Concurrently with the payment of the Adjusted Release Amount, each applicable Mezzanine Borrower shall make a partial prepayment of the related Mezzanine Loan on a pro rata and pari passu basis) equal to the related Mezzanine Adjusted Release Amount applicable to such Individual Property, together with (i) all accrued and unpaid interest calculated at any related interest, fees, prepayment premiums or other amounts payable under the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other related Mezzanine Loan Documents in connection with a partial such prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereofincluding, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from extent such prepayment is made on a date other than a Payment Date, interest which would have accrued on the lender under the Mortgage Loan and each outstanding principal balance of the Other related Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage applicable Mezzanine Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementDocuments.

Release of Individual Property. Concurrently with Provided no Event of Default has occurred and is continuing, Borrower may (i) cause Mortgage Borrower to obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement and (a “Release” and such Individual Property, a “Release Property”), Borrower may ii) obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive)) on any Business Day not falling within a Release Lock-Out Period, but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least twenty (20) Business Days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property). Notwithstanding the foregoing, Borrower shall be permitted the right to rescind and revoke or postpone such notice, provided that Borrower pays all Breakage Costs and all of Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of Borrower’s notice of its request to obtain a release of an Individual Property and Borrower’s failure to prepay all or any portion of the unpaid principal balance of the Note; (b) Borrower shall submit have delivered evidence satisfactory to Collateral Agent, not less than ten (10) Business Days prior Lender that Mortgage Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mortgage Loan Agreement with respect to the date of such release, a release of Lien of the Pledge Agreement Security Instrument corresponding to the release requested pursuant to this Section 2.5.1 and Mortgage Lender has delivered (and related Loan Documents), only with respect or is simultaneously delivering) such release to such Release Mortgage Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Intentionally deleted; (id) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents Section 2.3.1 hereof in connection with a partial prepaymentsuch prepayment (collectively, the “Property Release Prepayment”); (e) Intentionally deleted; (f) After giving effect to such release, Lender shall have received evidence thatdetermined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to: (i) if, contemporaneously after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid twenty percent (20%) or less of the maximum principal balance of the Loan in connection with the conveyance release of an Individual Property in compliance with the provisions Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the Operating Lease for Debt Service Coverage Ratio as of the Closing Date or (ii) if, after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid more than twenty percent (20%) of the maximum principal balance of the Loan in connection with the release of Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the greater of (A) the Debt Service Coverage Ratio as of the Closing Date and (B) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) ending on the last day of the Monthly Reporting Period preceding the release of the Individual Property (the “DSCR Release Test”). Notwithstanding the foregoing, the DSCR Release Test shall be terminated deemed satisfied provided that the Loan and cancelled the Mortgage Loan have each been prepaid (or an amount has been delivered to Lender and such termination Mortgage Lender to be applied towards the prepayment of the Loan and cancellation shall be permitted hereunder the Mortgage Loan pursuant to the terms of the Loan Documents and under the other Mortgage Loan Documents) in an aggregate amount equal to the DSCR Release Payment, with Lender receiving, in addition to the sums required to be delivered to Lender pursuant to Section 2.5.1(d) hereof, a portion of the DSCR Release Payment equal to the Pro-Rata DSCR Prepayment, together with all other sums due under Section 2.3.1 hereof in connection with such prepayment (collectively, the “DSCR Satisfaction Prepayment”); (g) Lender shall have received evidence that the Individual Property to be released shall be conveyed (i) to a bona fide, independent third party not affiliated with Borrower pursuant to an arms-length transaction or (ii) with Lender’s prior written consent (such consent not to be unreasonably withheld), to an affiliate of Borrower (other than Principal, Mortgage Borrower or Mortgage Principal) pursuant to a contract that is commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (h) In the transfer event that the Individual Property to be released is a Penn Traffic Property, Borrower shall have either (i) caused Mortgage Borrower to previously obtain (or shall cause Mortgage Borrower to simultaneously obtain with the release of such Individual Property) the release of all the Penn Traffic Properties from the lender under Lien of the applicable Security Instruments pursuant to Section 2.5.1 of the Mortgage Loan Agreement and each Borrower has satisfied (or is simultaneously satisfying) obtaining the release of the Other Mezzanine Loans Borrower’s obligations with respect to such Penn Traffic Properties pursuant to this Section 2.5.1 or receipt by Lender of other evidence satisfactory (ii) delivered to Lender that all conditions imposed under a fully executed amendment to the Penn Traffic Lease which provides for the removal of such Individual Property from the premises demised to Penn Traffic pursuant to the terms of the Mortgage Loan Penn Traffic Lease and each a reduction of the Other Mezzanine Loans rent due thereunder (which reduction shall have been complied with by in no event be greater than the borrower thereunder or otherwise waived by portion of the applicable lender; andrent allocated to such Individual Property pursuant to the terms of the Penn Traffic Lease). (hi) Collateral Agent Lender shall have received payment of all Collateral Agent’s its reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Borrower’s obligations with respect to such Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewithProperty. Each of Lender Property Release Prepayment and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expensesDSCR Satisfaction Prepayment, as provided in the preceding sentence) if any, delivered in connection with the release of an Individual Property or Release Borrower. shall be applied by Lender agrees in accordance with Section 2.3 hereof on the day that it shall provide a written consent to the transfer upon satisfaction Borrower satisfies all of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with If the Borrowers have elected to defease a portion of the Loan and the requirements of Section 2.4 and this 2.5 have been satisfied, Borrowers may obtain (i) the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement and (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain ii) the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s Borrowers' obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event The principal balance of Default the Defeased Note shall have occurred and be continuing (unless, in equal or exceed the case of a prepayment upon Adjusted Release Amount for the release of an applicable Individual Property; provided, however, if the undefeased portion of the Loan at the time a release is requested is less than the Adjusted Release Amount, the Event Defeased Note shall equal the remaining undefeased portion of Default relates solely to such Individual Property and therefore would be fully cured by the release Loan at the time of such Individual Property)release; (b) Borrower Borrowers shall submit to Collateral AgentLender, not less than ten thirty (1030) Business Days days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property for execution by Collateral AgentLender. Such release shall contain standard provisionsbe in a form appropriate in each jurisdiction in which the Individual Property is located and satisfactory to Lender in its sole discretion. In addition, if anyBorrowers shall provide all other documentation Lender reasonably requires to be delivered by Borrowers in connection with such release, protecting together with an Officer's Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral Agent (as releasing secured partiesProperty subject to the Loan Documents not being released);; and (c) After giving effect to such release, the Debt Service Coverage Ratio for all of the Properties Property then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or exceed the greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve four (124) full calendar months quarters immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for all of the then remaining Property (including the Individual Property to be released and taking into account the Debt evidenced by the Defeased Note in question) for the four (4) full calendar quarters immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently Borrower may elect to prepay a portion of the Loan in connection with the release of an Individual Property from in connection with (x) the Lien sale of the Mortgage thereon such Individual Property (and the related Mortgage Collateral) in an arm’s length transaction (with not more than a twenty-five percent (25%) non-Controlling direct or indirect interest in such Individual Property retained by Borrower, Sponsor or any Loan DocumentsParty or any of their respective Affiliates) to a third party purchaser other than a Loan Party or any of its Affiliates (subject to the parenthetical above in this Section 2.5.2) so long as the requirements of Section 2.4 and this Section 2.5.2 have been satisfied or (y) the transfer of an Individual Property to an Affiliate (A) with respect to the release of an Individual Property relating to a Permitted Prepayment Exception (other than with respect to clause (i) of such definition, which release is governed by Section 2.4.2 of this Agreement) and (B) in order to release such Individual Property due to a Franchise Agreement default pursuant to Section 2.5.1 8.1(a)(xvi) hereof or a Management Agreement default pursuant to Section 8.1(a)(xiii) hereof, provided that such default was not caused by Borrower or Operating Lessee in bad faith in order to circumvent the requirements of clause (x) of this Section 2.5.2, and provided, that, in the Mortgage Loan Agreement case of clause (a “Release” x) and (y) that no Event of Default has occurred and is continuing. In connection with such Individual Property, a “Release Property”), prepayment Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release and the related Collateral) from the Lien (or at Borrower”’s option, an assignment thereof to one or more third parties or an Affiliate of Borrower for releases pursuant to the foregoing clause (y) of this Section 2.5.2) of the Security Instrument thereon (and such Release related Loan Documents), and the applicable Individual Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), ) upon the satisfaction of each of the following conditions: (a) No Event The amount of Default the outstanding principal balance of the Loan to be prepaid shall have occurred and be continuing (unless, in equal or exceed the case of a prepayment upon Adjusted Release Amount for the release of an applicable Individual Property, such prepayment shall be deemed a voluntary prepayment for all purposes hereunder, including, the Event requirements of Default relates solely Section 2.4.1(a) and (b) hereof (including, without limitation, the payment of any Spread Maintenance Premium to such Individual Property and therefore would be fully cured by the release of such Individual Propertyextent required pursuant to Section 2.4.1(b) hereof); (b) Borrower shall submit to Collateral AgentLender, not less than ten seven (107) Business Days prior to the date of such releaseon which the prepayment will be made, a release or assignment of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property (and related Collateral) for execution by Collateral AgentLender. Such release or assignment shall contain be in a form appropriate in each jurisdiction in which the Individual Property is located and that contains standard provisionsprovisions satisfactory to a prudent lender acting reasonably. In addition, if anyBorrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment, protecting together with an Officer’s Certificate certifying that such documentation is (i) in compliance with all Legal Requirements and (ii) will effect such releases in accordance with the rights terms of Lender and Collateral Agent (as releasing secured parties)this Agreement; (c) After giving effect to such releaserelease or assignment (except with respect to any release relating to a prepayment that is a Permitted Prepayment Exception), the Debt Service Coverage Ratio Yield for the Properties Collateral then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) Security Instruments shall be equal to or greater than the greatest greater of (i) the Closing Date Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) Yield and (ii) it is the Debt Yield for the Collateral immediately prior to giving effect to such Affiliate’s immediate intention release; (d) Subsequent to materially redevelop such release, each Individual PropertyBorrower, which loan (or equity contribution) Principal and intention Operating Lessee shall continue to be described a Special Purpose Entity pursuant to, and in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this accordance with, Section 2.5.14.1.30 hereof; (e) In Notwithstanding anything to the case contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the Loan-to-Value Ratio (as Borrower shall have established to Lender’s reasonable satisfaction based upon valuations obtained by Borrower at its sole cost and expense using any commercially reasonable valuation method permitted to a REMIC Trust (which may include an existing or updated appraisal or other written determination of value using a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and commercially reasonable valuation method reasonably satisfactory to Lender) (expressed as a condition to the closing of the sale of such Individual Property, Lender percentage) (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price which for the applicable Individual Property (avoidance of doubt shall not include the Mezzanine Loans) exceeds or would exceed 125% immediately after giving effect to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the applicable Individual Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Adjusted Release Amount or (ii) the least of the following amounts: (A) only if the released Individual Property and/or Release Borrower from is sold, the lien net proceeds of an arm’s length sale of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an released Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirementsan unrelated Person, plus, in the case of a sale release pursuant to Section 6.4(c), an amount equal to the Net Proceeds (to the extent such amount has not previously been applied to the principal balance), (B) the fair market value of the Rio Las Vegasreleased Individual Property at the time of the release, plus, in the case of a release pursuant to Section 6.4(c), an amount equal to the Net Proceeds (to the extent such amount has not previously been applied to the principal balance), or (C) an amount such that the Loan-to-Value Ratio (as so determined by Lender in accordance with the provisions of this clause (e)) after giving effect to the release of the Rio applicable Individual Property is not greater than the Loan-to-Value Ratio immediately prior to such release, unless Lender receives an opinion of counsel that, if this clause (ii) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the applicable Individual Property; (f) Borrower shall have paid (i) all reasonable actual out of pocket costs and expenses incurred by Lender and Servicer in connection with any such release or assignment (including, without limitation, reasonable attorney’s fees and costs) (ii) all recording charges, filing fees, taxes or other expenses payable in connection therewith and (iii) the current fee being assessed by the Servicer to effect such release or assignment. Any assignments made by Lender shall be without recourse, representation or warranty by Lender and comply with all applicable law; (g) Concurrently with the payment of the Adjusted Release Amount, each Mezzanine Borrower shall make a partial prepayment of the related Mezzanine Loan equal to the applicable Mezzanine Adjusted Release Amount applicable to such Individual Property, together with any related interest, fees, prepayment premiums or other amounts payable under the related Mezzanine Loan Documents in connection with such prepayment, including, to the extent such prepayment is made on a date other than a Payment Date, interest which would have accrued on the outstanding principal balance of the related Mezzanine Loan through the end of the related interest period pursuant to the Mezzanine Loan Documents; (h) Notwithstanding anything to the contrary set forth in this Agreement, the Borrowers shall be permitted hereunder if a Release of to release (i) the Rio Las Vegas occurs pursuant to Individual Property commonly known as Courtyard by Marriott located at 0000 Xxxxxxxx Xxxxx, Tuscaloosa, Alabama or (ii) the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas Individual Property commonly known as Fairfield Inn located at 0000 Xxxxxxxx Xxxxx, Tuscaloosa, Alabama (each an “Individual Tuscaloosa Property”) in accordance with the terms of and conditions set forth in this Section 2.5.1 2.5.2 provided (i) the Tuscaloosa Sublease is severed and (ii) the Individual Tuscaloosa Property not subject to the release is subject to a sublease or the Tuscaloosa Sublease with an amendment, in each case, on the same terms as those relating to such Individual Property in the Tuscaloosa Sublease immediately prior to such release and severance (including, without limitation, any and all leasehold mortgagee and lender protections contained in any document or agreement modifying or amending the Tuscaloosa Sublease), with such changes in rent and the description of the Mortgage Loan Agreement and Article VII subleasehold estate required to reflect the severance. Such new sublease (or the Tuscaloosa sublease as amended), together with recordable documents necessary to reflect such severance being subject to Lender’s prior written consent (not to be unreasonably withheld, conditioned or delayed); and (i) All other conditions to the release of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each such Individual Property set forth on Schedule II attached in the applicable Mezzanine Loan Documents shall be automatically adjusted as set forth have been satisfied or waived in Section 2.5.1 of the Mortgage Loan Agreementaccordance therewith.

Release of Individual Property. Concurrently If Borrower has elected to prepay a portion of the Loan in connection with the release of an Individual Property and the requirements of Section 2.3.1(b) have been satisfied and provided that no Event of Default has occurred and is continuing (and no event has occurred which, with notice, the passage or time, or both would constitute an Event of Default shall have occurred), Borrower may permit Mortgage Borrower to obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations (and, with respect to the release of the Maryland Individual Property, Maryland Owner’s obligations) under the Mortgage Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event The amount of Default the outstanding principal balance of the Loan to be prepaid shall have occurred and be continuing (unless, in equal or exceed the case of a prepayment upon Adjusted Release Amount for the release of an applicable Individual Property, the Event of Default relates solely to and such Individual Property and therefore would prepayment shall be fully cured by the release of such Individual Property)deemed a voluntary prepayment for all purposes hereunder; (b) In connection with a partial prepayment of the Loan pursuant to Section 2.3.1(b) hereof, Borrower shall submit pay the applicable Prepayment Premium to Collateral Agent, not less than ten (10) Business Days Lender on or prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) Subsequent to such release, Borrower, each Mortgage Borrower and Maryland Owner shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 hereof and Section 4.1.30 of the Mortgage Loan Agreement, as applicable; (d) Borrower shall deliver to Lender an Additional Insolvency Opinion or an update of the Insolvency Opinion indicating that the release does not affect the opinions set forth therein; (e) Intentionally omitted; (f) Intentionally omitted; (g) After giving effect to such releasethe release of the applicable Individual Property (including the amount prepaid in Section 2.3.1(b) above), the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages based on the trailing twelve (including giving pro forma effect to 12) month period immediately preceding the payment release of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) applicable Individual Property shall be equal to or greater than the greatest greater of (i) the Release Debt Service Coverage Ratio, and (ii) the Debt Service Coverage Ratio for all of the twelve Properties then remaining subject to the Liens of the Mortgages (12including the Individual Property requested to be released) full calendar months immediately preceding the release of the applicable Individual Property based on the trailing twelve (assuming 12) month period immediately preceding the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the applicable Individual Property; (h) Borrower shall reimburse Lender and Servicer for any costs and expenses Lender and Servicer incur arising from such release (including reasonable attorneys’ fees and expenses) and Borrower shall have caused Mortgage prior Borrower and Maryland Owner to the proposed have paid, in connection with such release), (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, (ii) 1.09 (which is 90% all costs and expenses of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21))Rating Agencies incurred with respect to such release, and (iii) 1.0to any Servicer, the current fee being assessed by such Servicer to effect such release; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan In connection with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal partial prepayment of the Loan on a pro rata and pari passu basispursuant to Section 2.3.1(b) together hereof, concurrently with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on payment of the amount of principal being prepaid as provided in Section 2.4.1(d) or (e)Adjusted Release Amount, as applicable, Borrower shall cause Mortgage Borrower and (ii) all other sums due under this Agreement, Maryland Owner to defease the Note or Mortgage Loan equal to the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for related Mortgage Adjusted Release Amount applicable to such Individual Property and Borrower shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other deliver evidence satisfactory to Lender that Mortgage Borrower and Maryland Owner have complied with all conditions imposed under of the terms and conditions set forth in the Mortgage Loan Documents with respect to such partial defeasance and the release of such Individual Property; (j) Borrower shall deliver evidence satisfactory to Lender that Senior Mezzanine Borrower has complied with all the terms and conditions set forth in the applicable Senior Mezzanine Loan Documents with respect to the release of such Individual Property; (k) Notwithstanding the foregoing, it is acknowledged by Borrower that Borrower will not permit Mortgage Borrower or Maryland Owner to obtain a release from the Lien of the Mortgage Loan and each with respect to any Individual Property or Senior Borrower obtaining a release from the Lien of the Other Senior Mezzanine Loans shall have been Collateral without Section 2.5.2 hereof being complied with by the borrower thereunder or otherwise waived by the applicable lenderwith; and (hl) Collateral Agent In no event shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Northpointe Remainder Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required be released pursuant to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding 2.5.2 unless the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs Northpointe Target Expansion Parcel has been released (or is simultaneously being released) pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement2.5.3 hereof.

Release of Individual Property. Concurrently with Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 , including, in the case of a release of the Mortgage Loan Agreement (a Individual Property comprising “ReleaseXxxxxx’x Lake Tahoe”, “Xxxxxx’x Lake Tahoe” and such Individual Property“Bill’s Lake Tahoe”, a “Release Property”), Borrower may obtain release of the Pledge of Ground Lease Subsidiary) and the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property for execution by Collateral AgentLender. Such release shall contain be in a form appropriate in each jurisdiction in which the Individual Property is located and that contains standard provisions, if any, protecting the rights of Lender and Collateral Agent (as the releasing secured parties)lender; (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans made by Borrower in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21))Closing Date, and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section Sections 2.4.1(d) or (e), as applicable, (ii) the Spread Maintenance Premium, if applicable and (iiiii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage each Mezzanine Loan and each of the Other (and, if any, a Permitted Mezzanine Loans Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage each Mezzanine Loan and each of the Other Permitted Mezzanine Loans Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (hg) Collateral Agent Lender shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement related Mortgage and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementProperty.

Release of Individual Property. Concurrently with At any time after the release Closing Date, provided that no Event of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”)Default is then continuing, Borrower may obtain the release of one or more Individual Properties (each Individual Property so released, “Release Property”) from the related Lien of the respective Security Instruments to which such Individual Borrower with an indirect ownership interest in such Individual Property is a party (a “Release Borrower”and related Loan Documents) and such the release of (x) the Individual Borrower (which owns the applicable Release Borrower’s Property) from all obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), and (y) Guarantor from obligations under the Environmental Indemnity with respect to the Release Property in accordance with Section 9 of the Environmental Indemnity, upon the satisfaction of each of the following conditionsconditions precedent: (a) No Event Borrower shall provide Lender with at least twenty (20) days’ but no more than ninety (90) days’ prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an Individual Property, which notice shall identify the Event of Default relates solely to such Individual Release Property and therefore would be fully cured by the date upon which it desires to release of such Individual PropertyRelease Property (the “Release Date”); (b) Borrower shall prepay the Loan in an amount equal to the Release Amount for such Release Property (together with the payment of the applicable Yield Maintenance Premium if such prepayment occurs prior to the Open Prepayment Date) which funds shall be applied pro rata between the Loan and, if one then exists, any New Mezzanine Loan and pro rata among the Notes evidencing the Loan; (c) Subsequent to such release, each Individual Borrower (other than the Individual Borrower that owns the Release Property) shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 hereof; (d) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such releaseRelease Date, a release of Lien of the Pledge Agreement (and related Loan Documents) or, if elected by Borrower, assignment of the applicable Loan Documents as provided below (and release of all other related Loan Documents) for each Individual Property for execution by Lender. If Borrower elects to have Lender assign any Security Instrument, Lender shall reasonably cooperate with Borrower to split and sever the applicable Loan Documents (if required) and take other reasonable steps and enter into documents reasonably necessary to assign the applicable Loan Documents as set forth in Section 2.5.1(a)(i)-(v) hereof, each in form and substance reasonably acceptable to Lender, such that separate notes and mortgages with respect to only the Individual Borrower and the Release Property in the amount of the applicable Allocated Loan Amount (or then outstanding principal amount secured by such Security Instrument if less than the Allocated Loan Amount) for such Release Property is assigned to the new lender, with the remaining Individual Borrowers and Property released from the assigned portion of the Loan (except to the extent the Loan Documents explicitly provide that a liability will survive transfer or repayment of the Debt). Each such release or assignment (as applicable) (i) shall be in a form appropriate in the jurisdiction in which the Release Property is located and (ii) shall be reasonably satisfactory to Lender. In addition, only 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, (ii) will not impair or otherwise adversely affect the Liens and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released) and (iii) that the terms and conditions of this Section 2.5.2 have been satisfied with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties)release; (ce) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages release or assignment (as applicable) (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described prepaid in clause (b) above), the Debt Yield for the Properties that remain subject to the Lien of this Section 2.5.1; (e) In the case of a sale of an Individual Property other Security Instruments shall not be less than the Rio Las Vegas, simultaneously with and as a condition to the closing greater of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable11.40%, and (ii) all other sums due under this Agreement, the Note or Debt Yield for the other Loan Documents in connection with a partial prepaymentProperties immediately prior to such release; (f) Lender shall have received evidence that, contemporaneously with that the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Release Property shall be terminated conveyed in an arm’s length transfer to a Person other than an Individual Borrower, Guarantor or any of their respective Affiliates, provided that, if Borrower shall have provided to Lender an Officer’s Certificate certifying that Borrower has received all necessary approvals and cancelled (and authorizations to transfer the Release Property to an Affiliate of Borrower or Guarantor, the Release Property may be conveyed to an Affiliate of Individual Borrower or Guarantor in connection with such termination and cancellation shall be permitted hereunder and under the other Loan Documents)release; (g) Borrower shall reimburse Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable Servicer for any out-of-pocket costs and expenses, expenses of Lender and Servicer arising from such release or assignment (as applicable) (including reasonable counsel attorneys’ fees and expenses and disbursements incurred in connection with the release or assignment (as applicable) of the Individual Release Property and/or Release Borrower from the lien Lien of the Pledge Agreement related Security Instruments (including, without limitation, any splitting and severance of the Notes and/or Security Instruments) and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender therewith (if applicable)) and Collateral Agent acknowledges that it Borrower shall not charge any fee (other than costs and expenseshave paid, as provided in the preceding sentence) in connection with the such release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction assignment (as applicable), (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, (ii) all out-of-pocket costs and expenses of the conditions set forth in clauses Rating Agencies incurred with respect to such release or assignment (aas applicable), and (iii) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegasto any Servicer, the current fee being assessed by such Servicer to effect such release of the Rio Individual or assignment (as applicable) (not to exceed $5,000 per Release Property), it being agreed that Borrower shall be permitted hereunder if a -44- responsible for the payment of all such costs and expenses whether or not the proposed release or assignment (as applicable) of such Release Property actually occurs; (h) If Lender reasonably determines that such applicable release or assignment (as applicable) pursuant to this Section 2.5.2 would be reasonably likely to adversely affect Lender’s rights, benefits or protections under the Title Insurance Policy with respect to the Properties not subject to such release or assignment (as applicable), including, without limitation, the priority of the Rio Las Vegas occurs Security Instruments and/or the incurrence of any Liens at the Properties not subject to such release or assignment (as applicable), and therefore if reasonably requested by Lender, Borrower shall deliver to Lender an endorsement to the applicable Title Insurance Policy (to the extent available in the states where the Individual Properties remaining subject to the liens of the Security Instruments are located at no material additional cost) (i) extending the effective date of such policy to the Release Date; (ii) confirming no change in the priority of the Security Instruments on the balance of the Properties (exclusive of the Release Property) or in the amount of the insurance or the coverage of the Properties (exclusive of the Release Property) under the policy; (iii) showing no Liens or survey exceptions not previously approved by Lender other than the Permitted Encumbrances or such other exceptions as may be entered into in accordance with the terms hereof; and (iv) otherwise in form and substance reasonably acceptable to Lender; (i) Not less than five (5) Business Days prior to the Release Date, Borrower delivers to Lender copies of approvals to the release or assignment (as applicable) executed by any Persons other than Lender holding Liens encumbering the Release Property or holding any other interest in the Release Property that would be affected by the release or assignment (as applicable), if any, if and to the extent such approval is required pursuant to the terms of any loan agreement, security instrument or other documents evidencing or securing such Lien; (j) If the Loan is in a REMIC Trust, in the event that, immediately after giving effect to the release and the prepayment of principal pursuant to this Section 2.5.1 2.5.2, the Loan to Value Ratio of the Mortgage Loan Agreement and upon Properties remaining subject to the application Lien of the Net Sales Proceeds from Loan Documents is greater than one hundred twenty-five percent (125%), notwithstanding anything to the sale contrary in this Agreement or any other Loan Document, the outstanding principal balance of the Rio Las Vegas Loan must be paid down by an amount such that the Loan to Value Ratio is no more than one hundred twenty-five percent (125%); and (k) If the Individual Borrower that owns the Release Property is the Individual Borrower named on the Lockbox Account or the Cash Management Account, the Borrower shall cause the account(s) to be renamed in the name of another Individual Borrower still party to the Loan Documents. Upon the occurrence of any release in accordance with the terms this Section 2.5.2 and provided no Event of Section 2.5.1 Default shall have occurred and be continuing, Lender shall cause a portion of the Mortgage Loan Agreement and Article VII of funds on deposit in the Note Sales AgreementReserve Accounts equal to the unspent portion thereof allocable solely to the Release Property to be remitted to Borrower, as applicableprovided, that, in no event shall amounts on deposit in the Excess Cash Flow Reserve Account be disbursed to Borrower pursuant to this paragraph. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.-45-

Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral AgentLender. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as the releasing secured parties)lender; (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans made by Borrower in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21))Closing Date, and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section Sections 2.4.1(d) or (e), as applicable, (ii) the Spread Maintenance Premium, if applicable and (iiiii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans (and, if any, a Permitted Mezzanine Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and Loan, each of the Other Mezzanine Loans and Permitted Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each Mortgage Loan, the Other Mezzanine Loans and Permitted Mezzanine Loan if required thereunder; and (hg) Collateral Agent Lender shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (e) and clause (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently At any time in connection with an arms-length transfer to a third-party Person which is not an Affiliate of Borrower, Borrower may obtain the release of an Individual Property from the Lien lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement Documents (a “Release” and each such Individual Property, a “Release Property”), Borrower may obtain ) and the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the such Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (ai) No Borrower shall deliver notice to Administrative Agent of the proposed release of such Release Property; (ii) no Event of Default shall have occurred and be continuing (unless, in on the case date that the Release Property is released from the lien of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property)Security Instrument thereon other than as expressly permitted below; (biii) Borrower shall have paid to Administrative Agent for the account of Lender the applicable Release Amount, together with the Exit Fee, if applicable; (iv) Borrower shall submit to Collateral Administrative Agent, not less than ten (10) Business Days days prior to the date of such release, a release or assignment of Lien of the Pledge Agreement lien (and related Loan Documents), only with respect to ) for such Release Borrower, Property for execution by Collateral Administrative Agent. Such release or assignment shall contain standard provisionsbe in a form appropriate in each jurisdiction in which such Release Property is located and that would be reasonably satisfactory to a prudent lender. In addition, if anyBorrower shall provide all documentation Administrative Agent reasonably requires to be delivered by Borrower in connection with such release or assignment, protecting as applicable, together with an Officer’s Certificate certifying that such documentation (A) will effect such release or assignment in accordance with the terms of this Agreement, and (B) will not impair or otherwise adversely affect the liens, security interests and other rights of Administrative Agent or Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral Agent (as releasing secured partiesIndividual Properties subject to the Loan Documents not being released); (cv) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof of such release, the Debt Yield shall not be less than the greater of Closing Date Debt Yield and the Debt Yield immediately prior to the release; provided, however, that in order to satisfy the Debt Yield requirement set forth in this clause (which the parties agree is 1.21)), and (iiiv) 1.0; (i) The Individual Property to be released shall be conveyed to Borrower may make a Person other than prepayment of a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate portion of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan in accordance with a construction or development loan (or repaying the Loan with equity contributions to such AffiliateSection 2.7(a) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds hereof in an amount equal sufficient to satisfy the Release Price for the applicable Individual Property Debt Yield requirement set forth in this clause (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documentsv); (gvi) Lender Borrower shall have received a written consent to the transfer from the lender under the Mortgage Loan paid or reimbursed Administrative Agent and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that for all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expensesexpenses actually incurred by Administrative Agent and Lender (including, including without limitation, reasonable counsel actually incurred attorneys’ fees and disbursements incurred in connection with disbursements); (vii) To the extent any Lease at an Individual Property that will remain collateral for the Loan following the release of such Release Property is cross-defaulted with any Lease at the Release Property, the Lease for the Individual Property and/or Release that will remain collateral for the Loan following such release shall be amended to remove such cross-default; (viii) Subsequent to such release, each Individual Borrower from the lien and each SPE Component Entity shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Article 5 hereof; (ix) After giving effect to such release, as of the Pledge Agreement and date of such release, the review and approval LTV Ratio shall not be less than the Closing Date LTV Ratio; provided, however, that in order to satisfy the LTV Ratio requirement set forth in this clause (ix) Borrower may make a prepayment of a portion of the documents and information Loan in accordance with Section 2.7(a) hereof in an amount sufficient to satisfy the LTV Ratio requirement set forth in this clause (v); (x) With respect to any Release Property subject to a Condominium (HI), Borrower shall be required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided simultaneously transfer all units in the preceding sentenceapplicable Condominium (HI) owned by Borrower in connection a single transaction. Notwithstanding the foregoing, Borrower shall be permitted to transfer a single condominium unit in any Condominium (HI) subject to Administrative Agent’s approval in its sole discretion; and (xi) Borrower has provided Administrative Agent with evidence that Mezzanine Borrower has satisfied the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Mezzanine Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementDocuments.

Release of Individual Property. Concurrently with If Borrower has elected to defease a portion of the Loan and the requirements of Section 2.5 and this Section 2.6 have been satisfied, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event The principal balance of Default the Defeased Note shall have occurred and be continuing (unless, in equal or exceed the case of a prepayment upon Adjusted Release Amount for the release of an applicable Individual Property; provided, however, if the undefeased portion of the Loan at the time a release is requested is less than the Adjusted Release Amount, the Event Defeased Note shall equal the remaining undefeased portion of Default relates solely to such Individual Property and therefore would be fully cured by the release Loan at the time of such Individual Property)release; (b) Borrower shall submit to Collateral AgentLender, not less than ten thirty (1030) Business Days days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property for execution by Collateral AgentLender. Such release shall contain be in a form appropriate in each jurisdiction in which the Individual Property is located and that contains standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and Collateral Agent (iii) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as releasing secured partiesto the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), Closing Date and (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as for all of the date hereof then remaining Properties (which including the parties agree is 1.21)), Individual Property to be released and taking into account the Debt evidenced by the Defeased Note in question) for the twelve (iii12) 1.0full calendar months immediately preceding the release of the Individual Property; (id) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrowerany of its Affiliates; and (e) The Adjusted Release Amount paid to Lender in connection with any such release shall be applied (i) first, and other than to an Affiliate reduce the Release Amount of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions Individual Property being released to such Affiliate) zero and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Propertysecond, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of Debt in any order and priority as determined in Lender’s sole discretion immediately following such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreementrelease.

Release of Individual Property. Concurrently with Provided no Event of Default has occurred and is continuing, Borrower may (i) cause Mortgage Borrower to obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement and (a “Release” and such Individual Property, a “Release Property”), Borrower may ii) obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive)) on any Business Day not falling within a Release Lock-Out Period, but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least twenty (20) Business Days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) . Notwithstanding the foregoing, Borrower shall submit be permitted the right to Collateral Agentrescind and revoke or postpone such notice, not less than ten (10) Business Days prior provided that Borrower pays all Breakage Costs and all of Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of Borrower’s notice of its request to the date of such release, obtain a release of Lien an Individual Property and Borrower’s failure to prepay all or any portion of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens unpaid principal balance of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Note; (i) The Borrower shall have delivered evidence satisfactory to Lender that Mortgage Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mortgage Loan Agreement with respect to a release of the Security Instrument corresponding to the release requested pursuant to this Section 2.5.1 and Mortgage Lender has delivered (or is simultaneously delivering) such release to Mortgage Borrower; (ii) Mezzanine B Borrower shall have delivered satisfactory evidence to Mezzanine B Lender that Mezzanine B Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine B Loan Agreement with respect to a release of Mezzanine B Borrower’s obligations under the Mezzanine B Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and Mezzanine B Lender has delivered (or is simultaneously delivering) such release to Mezzanine B Borrower, (iii) Mezzanine C Borrower shall be conveyed have delivered satisfactory evidence to Mezzanine C Lender that Mezzanine C Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine C Loan Agreement with respect to a Person other than a Mortgage Borrower or release of Mezzanine C Borrower, ’s obligations under the Mezzanine C Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan Mezzanine C Lender has delivered (or repaying is simultaneously delivering) such release to Mezzanine C Borrower; (iv) Mezzanine D Borrower shall have delivered satisfactory evidence to Mezzanine D Lender that Mezzanine D Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine D Loan Agreement with equity contributions respect to a release of Mezzanine D Borrower’s obligations under the Mezzanine D Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and Mezzanine D Lender has delivered (or is simultaneously delivering) such Affiliate) release to Mezzanine D Borrower; and (iiv) it is such AffiliateMezzanine E Borrower shall have delivered satisfactory evidence to Mezzanine E Lender that Mezzanine E Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine E Loan Agreement with respect to a release of Mezzanine E Borrower’s immediate intention obligations under the Mezzanine E Loan Documents with respect to materially redevelop such the Individual Property, which loan Property to be released pursuant to this Section 2.5.1 and Mezzanine E Lender has delivered (or equity contributionis simultaneously delivering) and intention shall be described in reasonable detail and represented such release to in an Officer’s Certificate submitted to Lender concurrently with Mezzanine E Borrower. (or prior toc) the materials described in clause (b) of this Section 2.5.1Intentionally deleted; (ed) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents Section 2.3.1 hereof in connection with a partial prepaymentsuch prepayment (collectively, the “Property Release Prepayment”); (e) Intentionally deleted; (f) After giving effect to such release, Lender shall have received evidence thatdetermined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to: (i) if, contemporaneously after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid twenty percent (20%) or less of the maximum principal balance of the Loan in connection with the conveyance release of an Individual Property in compliance with the provisions Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the Operating Lease for Debt Service Coverage Ratio as of the Closing Date or (ii) if, after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid more than twenty percent (20%) of the maximum principal balance of the Loan in connection with the release of Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the greater of (A) the Debt Service Coverage Ratio as of the Closing Date and (B) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) ending on the last day of the Monthly Reporting Period preceding the release of the Individual Property (the “DSCR Release Test”). Notwithstanding the foregoing, the DSCR Release Test shall be terminated deemed satisfied provided that the Loan, the Mortgage Loan, the Mezzanine B Loan, the Mezzanine C Loan, the Mezzanine D Loan and cancelled the Mezzanine E Loan have each been prepaid (or an amount has been delivered to Lender, Mortgage Lender, Mezzanine B Lender, Mezzanine C Lender, Mezzanine D Lender and such termination Mezzanine E Lender to be applied towards the prepayment of the Loan, the Mortgage Loan, the Mezzanine B Loan, the Mezzanine C Loan, the Mezzanine D Loan and cancellation shall be permitted hereunder and under the other Mezzanine E Loan pursuant to the terms of the Loan Documents, the Mortgage Loan Documents, the Mezzanine B Loan Documents, the Mezzanine C Loan Documents, the Mezzanine D Loan Documents and the Mezzanine E Loan Documents) in an aggregate amount equal to the DSCR Release Payment, with Lender receiving, in addition to the sums required to be delivered to Lender pursuant to Section 2.5.1(d) hereof, a portion of the DSCR Release Payment equal to the Pro-Rata DSCR Prepayment, together with all other sums due under Section 2.3.1 hereof in connection with such prepayment (collectively, the “DSCR Satisfaction Prepayment”); (g) Lender shall have received evidence that the Individual Property to be released shall be conveyed (i) to a bona fide, independent third party not affiliated with Borrower pursuant to an arms-length transaction or (ii) with Lender’s prior written consent (such consent not to be unreasonably withheld), to an affiliate of Borrower (other than Principal, Mortgage Borrower, Mortgage Principal, Mezzanine B Borrower, Mezzanine B Principal, Mezzanine C Borrower, Mezzanine C Principal, Mezzanine D Borrower, Mezzanine D Principal, Mezzanine E Borrower or Mezzanine E Principal) pursuant to a contract that is commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (h) In the transfer event that the Individual Property to be released is a Penn Traffic Property, Borrower shall have either (i) caused Mortgage Borrower to previously obtain (or shall cause Mortgage Borrower to simultaneously obtain with the release of such Individual Property) the release of all the Penn Traffic Properties from the lender under Lien of the applicable Security Instruments pursuant to Section 2.5.1 of the Mortgage Loan Agreement and each Borrower has satisfied (or is simultaneously satisfying) obtaining the release of the Other Mezzanine Loans Borrower’s obligations with respect to such Penn Traffic Properties pursuant to this Section 2.5.1 or receipt by Lender of other evidence satisfactory (ii) delivered to Lender that all conditions imposed under a fully executed amendment to the Penn Traffic Lease which provides for the removal of such Individual Property from the premises demised to Penn Traffic pursuant to the terms of the Mortgage Loan Penn Traffic Lease and each a reduction of the Other Mezzanine Loans rent due thereunder (which reduction shall have been complied with by in no event be greater than the borrower thereunder or otherwise waived by portion of the applicable lender; andrent allocated to such Individual Property pursuant to the terms of the Penn Traffic Lease). (hi) Collateral Agent Lender shall have received payment of all Collateral Agent’s its reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Borrower’s obligations with respect to such Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewithProperty. Each of Lender Property Release Prepayment and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expensesDSCR Satisfaction Prepayment, as provided in the preceding sentence) if any, delivered in connection with the release of an Individual Property or Release Borrower. shall be applied by Lender agrees in accordance with Section 2.3 hereof on the day that it shall provide a written consent to the transfer upon satisfaction Borrower satisfies all of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently Borrower may elect to prepay a portion of the Loan in connection with the release of an Individual Property from and the release of Lender’s Lien with respect to the portion of the Mortgage thereon Collateral related to an Individual Property in connection with (x) the sale of such Individual Property (and the related Mortgage Loan DocumentsCollateral) (such portion of the Collateral, the “Released Collateral”) in an arm’s length transaction (with not more than a twenty-five percent (25%) non-Controlling direct or indirect interest in such Individual Property and the related Released Collateral retained by Borrower, Sponsor, Mortgage Borrower, Operating Lessee, any other Mortgage Loan Party, any Loan Party or any of their respective Affiliates) to a third party purchaser other than Mortgage Borrower, any Mortgage Loan Party, a Loan Party or any of its Affiliates (subject to the parenthetical above in this Section 2.5.2) so long as the requirements of Section 2.4 and this Section 2.5.2 have been satisfied or (y) the transfer of an Individual Property (and the related Released Collateral) to an Affiliate (A) with respect to the release of an Individual Property (and the related Released Collateral) relating to a Permitted Prepayment Exception (other than with respect to clause (i) of such definition, which release is governed by Section 2.4.2 of this Agreement) and (B) in order to release such Individual Property (and the related Released Collateral) due to a Franchise Agreement default pursuant to Section 2.5.1 8.1(a)(xvi) hereof or a Management Agreement default pursuant to Section 8.1(a)(xiii) hereof, provided that such default was not caused by Borrower, Mortgage Borrower or Operating Lessee in bad faith in order to circumvent the requirements of clause (x) of this Section 2.5.2, and provided, that, in the Mortgage Loan Agreement case of clause (a “Release” x) and (y) that no Event of Default has occurred and is continuing. In connection with such Individual Property, a “Release Property”), prepayment Borrower may obtain the release of the Released Collateral from the Lien (or at Borrower’s option, an assignment thereof to one or more third parties or an Affiliate of Borrower for releases pursuant to the foregoing clause (y) of this Section 2.5.2) of the Pledge Agreement (and related Loan Documents), and the applicable Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property such Released Collateral (other than those expressly stated to survive), ) upon the satisfaction of each of the following conditions: (a) No Event The amount of Default the outstanding principal balance of the Loan to be prepaid shall have occurred and equal or exceed the Adjusted Release Amount for the applicable Released Collateral, such prepayment shall be continuing (unlessdeemed a voluntary prepayment for all purposes hereunder, in the case of a prepayment upon the release of an Individual Propertyincluding, the Event requirements of Default relates solely Section 2.4.1(a) and (b) hereof (including, without limitation, the payment of any Spread Maintenance Premium to such Individual Property and therefore would be fully cured by the release of such Individual Propertyextent pursuant to Section 2.4.1(b) hereof); (b) To the extent applicable, Borrower shall submit to Collateral AgentLender, not less than ten seven (107) Business Days prior to the date of such releaseon which the prepayment will be made, a release or assignment of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Released Collateral for execution by Collateral AgentLender. Such release or assignment shall contain be in a form appropriate in each jurisdiction in which the Released Collateral is located and that contains standard provisionsprovisions satisfactory to a prudent lender acting reasonably. In addition, if anyBorrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment, protecting together with an Officer’s Certificate certifying that such documentation is (i) in compliance with all Legal Requirements and (ii) will effect such releases in accordance with the rights terms of Lender and Collateral Agent (as releasing secured parties)this Agreement; (c) After giving effect to such releaserelease or assignment (except with respect to any release relating to a prepayment that is a Permitted Prepayment Exception), the Debt Service Coverage Ratio Yield for the Properties Mortgage Loan Collateral then remaining subject to the Liens of the Mortgages Security Instruments (including giving pro forma effect together with the related Collateral then remaining subject to the payment Liens of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such releasePledge Agreement) shall be equal to or greater than the greatest greater of (i) the Closing Date Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) Yield and (ii) it is the Debt Yield for the Mortgage Loan Collateral immediately prior to giving effect to such Affiliate’s immediate intention release; (d) Subsequent to materially redevelop such release, each Individual PropertyBorrower, which loan (or equity contribution) each other Loan Party, Mortgage Borrower, Operating Lessee and intention each other Mortgage Loan Party shall continue to be described a Special Purpose Entity pursuant to, and in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this accordance with, Section 2.5.14.1.30 hereof; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepaymentintentionally omitted; (f) Borrower shall have paid (i) all reasonable actual out of pocket costs and expenses incurred by Lender and Servicer in connection with any such release or assignment (including, without limitation, reasonable attorney’s fees and costs) (ii) all recording charges, filing fees, taxes or other expenses payable in connection therewith and (iii) the current fee being assessed by the Servicer to effect such release or assignment. Any assignments made by Lender shall have received evidence thatbe without recourse, contemporaneously representation or warranty by Lender and comply with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents)all applicable law; (g) Lender Concurrently with the payment of the Adjusted Release Amount, the Mortgage Borrower and Mezzanine B Borrower shall have received a written consent pay (I) with respect to the transfer from the lender under Mortgage Loan, the Mortgage Loan Adjusted Release Amount and (II) with respect to the Mezzanine B Loan, the Mezzanine B Adjusted Release Amount, in each of instance applicable to such Individual Property and the Other Mezzanine Loans Released Collateral, together with any related interest, fees, prepayment premiums or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed amounts payable under the terms related Mortgage Loan Documents and Mezzanine B Loan Documents, respectively, in connection with such prepayment, including, to the extent such prepayment is made on a date other than a Payment Date, interest which would have accrued on the outstanding principal balance of the Mortgage Loan and each the Mezzanine B Loan through the end of the Other related interest period pursuant to the Mortgage Loan Documents and Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; andB Loan Documents, respectively; (h) Collateral Agent Notwithstanding anything to the contrary set forth in this Agreement, the Borrowers shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the be permitted to release of (i) the Individual Property and/or Release Borrower from the lien of the Pledge Agreement commonly known as Courtyard by Marriott located at 0000 Xxxxxxxx Xxxxx, Tuscaloosa, Alabama (and the review and approval of Released Collateral associated therewith) or (ii) the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to commonly known as Fairfield Inn located at 0000 Xxxxxxxx Xxxxx, Tuscaloosa, Alabama (and the transfer upon satisfaction of the conditions set forth in clauses Released Collateral associated therewith) (aeach an “Individual Tuscaloosa Property”) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of and conditions set forth in this Section 2.5.1 2.5.2 provided (i) the Tuscaloosa Sublease is severed and (ii) the Individual Tuscaloosa Property not subject to the release is subject to a sublease or the Tuscaloosa Sublease with an amendment, in each case, on the same terms as those relating to such Individual Property in the Tuscaloosa Sublease immediately prior to such release and severance (including, without limitation, any and all leasehold mortgagee and lender protections contained in any document or agreement modifying or amending the Tuscaloosa Sublease), with such changes in rent and the description of the Mortgage Loan Agreement and Article VII subleasehold estate required to reflect the severance. Such new sublease (or the Tuscaloosa sublease as amended), together with recordable documents necessary to reflect such severance being subject to Lender’s prior written consent (not to be unreasonably withheld, conditioned or delayed); and (i) All other conditions to the release of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each such Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementDocuments and the Mezzanine B Loan Documents shall have been satisfied or waived in accordance therewith.

Release of Individual Property. Concurrently with Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property for execution by Collateral AgentLender. Such release shall contain be in a form appropriate in each jurisdiction in which the Individual Property is located and that contains standard provisions, if any, protecting the rights of Lender and Collateral Agent (as the releasing secured parties)lender; (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans made by Borrower in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21))Closing Date, and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, (ii) the Spread Maintenance Premium, if applicable and (iiiii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage each Mezzanine Loan and each of the Other (and, if any, a Permitted Mezzanine Loans Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage each Mezzanine Loan and each of the Other Permitted Mezzanine Loans Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (hg) Collateral Agent Lender shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement related Mortgage and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementProperty.

Release of Individual Property. Concurrently with Borrower shall not permit Mortgage Borrower to obtain the release of an any Individual Property from the Lien Liens of the Mortgage thereon (and related Mortgage Loan Documents) Documents pursuant to Section 2.5.1 of the Mortgage Loan Agreement Agreement, unless, in addition to the satisfaction of the conditions precedent relating thereto set forth in Section 2.5.1 of the Mortgage Loan Agreement, the conditions set forth below have been satisfied (a “Release” and such and/or waived by Lender in its sole discretion in accordance with the terms hereof). At any time after the Closing Date, provided that no Event of Default is then continuing, Borrower may permit Mortgage Borrower to obtain the release of one or more Individual PropertyProperties (each Individual Property so released, a “Release Property”), ) from the Lien of the respective Security Instruments to which the applicable Mortgage Borrower is a party (and related Mortgage Loan Documents) and Borrower may simultaneously obtain the release of a portion of the Collateral related to such Release Property (such Collateral, the “Release Collateral”) from the lien of the Pledge Agreement (and related Loan Documents), the return of the applicable certificates evidencing the limited liability interests pledged to Lender, together with the applicable undated limited liability company membership power, limited partnership power, or trust power, as the case may be, and the release of the Individual Borrower with an indirect ownership interest in such Individual Property (a “which owns the applicable Release Borrower”Property) and such Release Borrower’s Operating Lessee, Operating Lessee Pledgor or Equity Owner (if applicable) from all obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditionsconditions precedent: (a) No Event Borrower shall provide (or cause to be provided to) Lender with at least ten (10) Business Days’ but no more than ninety (90) days’ prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an Individual Propertythe Release Collateral, which notice shall identify the Event of Default relates solely Release Collateral and the date upon which it desires to release such Individual Property and therefore would be fully cured by Release Collateral (the release of such Individual Property“Release Date”); (b) Borrower shall prepay the Loan in an amount equal to the Release Amount for such Release Collateral (together with all accrued and unpaid interest on the principal amount being prepaid, if any, and interest that would have accrued on such prepaid amount through and including the last day of the Interest Period related to the Payment Date next occurring following the date of prepayment); (c) Concurrently with the payment by Borrower of the Release Amount, provided the Mortgage Loan is outstanding, Mortgage Borrower shall prepay the Mortgage Loan in an amount equal to the Mortgage Loan Release Amount for the associated Mortgage Loan Release Property (together with any related interest, fees, or other amounts payable under the Mortgage Loan Documents in connection with such prepayment, including, to the extent such prepayment is made on a date other than a Payment Date, interest which would have accrued on the outstanding principal balance of the applicable Mortgage Loan through the end of the related interest period pursuant to the applicable Mortgage Loan Documents); (d) Subsequent to such release, (i) each Individual Borrower (other than the Individual Borrower that owns the Release Collateral) shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 hereof and (ii) each Mortgage Borrower (other than the Mortgage Borrower that owned the Release Property) shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 of the Mortgage Loan Agreement; (e) Intentionally omitted; (f) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such releaseRelease Date, a partial release of Lien of the Pledge Agreement (and related Loan Documents)) for such Release Collateral reasonably satisfactory to Lender for execution by Lender. In addition, only 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, (ii) will not impair or otherwise adversely affect the Liens and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral subject to the Loan Documents not being released) and (iii) that the terms and conditions of this Section 2.5.2 have been satisfied with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties)release; (cg) After giving effect to such releaserelease (including the amount prepaid in clause (b) above), the Debt Service Coverage Ratio Yield for the Properties and the Collateral then remaining subject to the Liens of the Mortgages (including giving pro forma effect to Security Instruments and the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio Pledge Agreement, respectively, for the twelve (12) full calendar months immediately preceding the release of month in which the Individual Property (assuming the contemplated release had not occurredRelease Date occurs shall be equal to or greater than 6.75%; provided that, i.e., for all Properties subject to the Liens terms and conditions of Section 2.4 of this Agreement, Borrower shall be permitted to partially prepay the Loan pro rata (and, with respect to the Mortgage prior Loan, Mortgage Borrower shall concurrently partially prepay the Mortgage Loan pro rata) in an amount sufficient to cause the proposed release), (ii) 1.09 (which is 90% of Loan and the Mortgage Loan to satisfy the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Yield requirements set forth herein; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (fh) Lender shall have received evidence that the Release Collateral shall be conveyed in an arm’s length transfer to a Person other than an Individual Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor, Equity Owner, Guarantor or any of their respective Affiliates, provided that, contemporaneously if Borrower shall have provided to Lender evidence that (i) the board of directors of Guarantor approved the transfer of the Release Collateral to an Affiliate of Individual Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor, Equity Owner or Guarantor and (ii) the applicable Individual Borrower or Guarantor engaged a third-party reputable and experienced commercial real estate broker to market and list the Release Collateral for sale in connection with the conveyance of an Individual Property in compliance with the provisions hereofa release pursuant to this Section 2.5.2, the Release Collateral may be conveyed to an Affiliate of Individual Borrower, Mortgage Borrower, Operating Lease for Lessee, Operating Lessee Pledgor, Equity Owner or Guarantor in connection with such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents)release; (gi) Borrower shall reimburse Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable Servicer for any out-of-pocket costs and expenses, expenses of Lender and Servicer arising from such release (including reasonable counsel attorneys’ fees and expenses and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower Collateral from the lien Lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender therewith (if applicable)) and Collateral Agent acknowledges that it Borrower shall not charge any fee (other than costs and expenseshave paid, as provided in the preceding sentence) in connection with such release, (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, if any, (ii) all out-of-pocket costs and expenses of the Rating Agencies incurred with respect to such release, and (iii) to any Servicer, the current fee being assessed by such Servicer to effect such release (not to exceed $5,000 per Release Collateral), it being agreed that Borrower shall be responsible for the payment of all such costs and expenses whether or not the proposed release of such Release Collateral actually occurs; (j) If Lender reasonably determines that such applicable release pursuant to this Section 2.5.2 would be reasonably likely to adversely affect Lender’s rights, benefits or protections under the applicable owner’s Title Insurance Policy and/or the UCC Insurance Policy with respect to the Collateral not subject to such release, including, without limitation, the priority of the Pledge Agreement and/or the incurrence of any Liens on the Collateral not subject to such release, and therefore if reasonably requested by Lender, Borrower shall deliver to Lender an endorsement to the applicable owner’s Title Insurance Policy and/or UCC Insurance Policy (to the extent available in the State of New York at no material additional cost) (i) extending the effective date of such policy to the Release Date; (ii) confirming no change in the priority of the Pledge Agreement on the balance of the Collateral (exclusive of the Release Collateral) or in the amount of the insurance or the coverage of the Collateral (exclusive of the Release Collateral) under the policy; (iii) showing no Liens or survey exceptions not previously approved by Lender other than the Permitted Encumbrances or such other exceptions as may be entered into in accordance with the terms hereof; and (iv) otherwise in form and substance reasonably acceptable to Lender; (k) Not less than five (5) Business Days prior to the Release Date, Borrower delivers (or causes to be delivered) to Lender copies of approvals to the release executed by any Persons other than Lender holding Liens encumbering the Release Collateral or holding any other interest in the Release Collateral that would be affected by the release, if any, if and to the extent such approval is required pursuant to the terms of any loan agreement, security instrument or other documents evidencing or securing such Lien; (l) To the extent an Individual Borrower seeks to release its applicable Collateral pursuant to this Section 2.5.2 and is the counterparty to the Interest Rate Cap Agreement, such Individual Borrower shall assign the Interest Rate Cap Agreement to any remaining Individual Borrower which has not released its applicable Collateral pursuant to this Section 2.5.2 in accordance with the terms and conditions of the Interest Rate Cap Agreement; and (m) All conditions to the release of an Individual Property or and the related Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions Collateral set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas Documents shall have been satisfied or waived in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreementtherewith.

Release of Individual Property. Concurrently with Provided no Event of Default has occurred and is continuing, Borrower may (i) cause Mortgage Borrower to obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement and (a “Release” and such Individual Property, a “Release Property”), Borrower may ii) obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive)) on any Business Day not falling within a Release Lock-Out Period, but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least twenty (20) Business Days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) . Notwithstanding the foregoing, Borrower shall submit be permitted the right to Collateral Agentrescind and revoke or postpone such notice, not less than ten (10) Business Days prior provided that Borrower pays all Breakage Costs and all of Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of Borrower’s notice of its request to the date of such release, obtain a release of Lien an Individual Property and Borrower’s failure to prepay all or any portion of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens unpaid principal balance of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Note; (i) The Borrower shall have delivered evidence satisfactory to Lender that Mortgage Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mortgage Loan Agreement with respect to a release of the Security Instrument corresponding to the release requested pursuant to this Section 2.5.1 and Mortgage Lender has delivered (or is simultaneously delivering) such release to Mortgage Borrower; (ii) Mezzanine A Borrower shall have delivered satisfactory evidence to Mezzanine A Lender that Mezzanine A Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine A Loan Agreement with respect to a release of Mezzanine A Borrower’s obligations under the Mezzanine A Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and Mezzanine A Lender has delivered (or is simultaneously delivering) such release to Mezzanine A Borrower, (iii) Mezzanine B Borrower shall be conveyed have delivered satisfactory evidence to Mezzanine B Lender that Mezzanine B Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine B Loan Agreement with respect to a Person other than a Mortgage Borrower or release of Mezzanine B Borrower, ’s obligations under the Mezzanine B Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan Mezzanine B Lender has delivered (or repaying is simultaneously delivering) such release to Mezzanine B Borrower; (iv) Mezzanine C Borrower shall have delivered satisfactory evidence to Mezzanine C Lender that Mezzanine C Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine C Loan Agreement with equity contributions respect to a release of Mezzanine C Borrower’s obligations under the Mezzanine C Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and Mezzanine C Lender has delivered (or is simultaneously delivering) such Affiliate) release to Mezzanine C Borrower; and (iiv) it is such AffiliateMezzanine E Borrower shall have delivered satisfactory evidence to Mezzanine E Lender that Mezzanine E Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine E Loan Agreement with respect to a release of Mezzanine E Borrower’s immediate intention obligations under the Mezzanine E Loan Documents with respect to materially redevelop such the Individual Property, which loan Property to be released pursuant to this Section 2.5.1 and Mezzanine E Lender has delivered (or equity contributionis simultaneously delivering) and intention shall be described in reasonable detail and represented such release to in an Officer’s Certificate submitted to Lender concurrently with Mezzanine E Borrower. (or prior toc) the materials described in clause (b) of this Section 2.5.1Intentionally deleted; (ed) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents Section 2.3.1 hereof in connection with a partial prepaymentsuch prepayment (collectively, the “Property Release Prepayment”); (e) Intentionally deleted; (f) After giving effect to such release, Lender shall have received evidence thatdetermined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to: (i) if, contemporaneously after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid twenty percent (20%) or less of the maximum principal balance of the Loan in connection with the conveyance release of an Individual Property in compliance with the provisions Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the Operating Lease for Debt Service Coverage Ratio as of August 8, 2007 or (ii) if, after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid more than twenty percent (20%) of the maximum principal balance of the Loan in connection with the release of Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the greater of (A) the Debt Service Coverage Ratio as of August 8, 2007 and (B) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) ending on the last day of the Monthly Reporting Period preceding the release of the Individual Property (the “DSCR Release Test”). Notwithstanding the foregoing, the DSCR Release Test shall be terminated deemed satisfied provided that the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine C Loan and cancelled the Mezzanine E Loan have each been prepaid (or an amount has been delivered to Lender, Mortgage Lender, Mezzanine A Lender, Mezzanine B Lender, Mezzanine C Lender and such termination Mezzanine E Lender to be applied towards the prepayment of the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine C Loan and cancellation shall be permitted hereunder and under the other Mezzanine E Loan pursuant to the terms of the Loan Documents, the Mortgage Loan Documents, the Mezzanine A Loan Documents, the Mezzanine B Loan Documents, the Mezzanine C Loan Documents and the Mezzanine E Loan Documents) in an aggregate amount equal to the DSCR Release Payment, with Lender receiving, in addition to the sums required to be delivered to Lender pursuant to Section 2.5.1(d) hereof, a portion of the DSCR Release Payment equal to the Pro-Rata DSCR Prepayment, together with all other sums due under Section 2.3.1 hereof in connection with such prepayment (collectively, the “DSCR Satisfaction Prepayment”); (g) Lender shall have received evidence that the Individual Property to be released shall be conveyed (i) to a bona fide, independent third party not affiliated with Borrower pursuant to an arms-length transaction or (ii) with Lender’s prior written consent (such consent not to be unreasonably withheld), to an affiliate of Borrower (other than Principal, Mortgage Borrower, Mortgage Principal, Mezzanine A Borrower, Mezzanine A Principal, Mezzanine B Borrower, Mezzanine B Principal, Mezzanine C Borrower, Mezzanine C Principal, Mezzanine E Borrower or Mezzanine E Principal) pursuant to a contract that is commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (h) In the transfer event that the Individual Property to be released is a Penn Traffic Property, Borrower shall have either (i) caused Mortgage Borrower to previously obtain (or shall cause Mortgage Borrower to simultaneously obtain with the release of such Individual Property) the release of all the Penn Traffic Properties from the lender under Lien of the applicable Security Instruments pursuant to Section 2.5.1 of the Mortgage Loan Agreement and each Borrower has satisfied (or is simultaneously satisfying) obtaining the release of the Other Mezzanine Loans Borrower’s obligations with respect to such Penn Traffic Properties pursuant to this Section 2.5.1 or receipt by Lender of other evidence satisfactory (ii) delivered to Lender that all conditions imposed under a fully executed amendment to the Penn Traffic Lease which provides for the removal of such Individual Property from the premises demised to Penn Traffic pursuant to the terms of the Mortgage Loan Penn Traffic Lease and each a reduction of the Other Mezzanine Loans rent due thereunder (which reduction shall have been complied with by in no event be greater than the borrower thereunder or otherwise waived by portion of the applicable lender; andrent allocated to such Individual Property pursuant to the terms of the Penn Traffic Lease). (hi) Collateral Agent Lender shall have received payment of all Collateral Agent’s its reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Borrower’s obligations with respect to such Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewithProperty. Each of Lender Property Release Prepayment and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expensesDSCR Satisfaction Prepayment, as provided in the preceding sentence) if any, delivered in connection with the release of an Individual Property or Release Borrower. shall be applied by Lender agrees in accordance with Section 2.3 hereof on the day that it shall provide a written consent to the transfer upon satisfaction Borrower satisfies all of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with Provided no Event of Default has occurred and is continuing, after the expiration of the Lockout Period, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s 's obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an the Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit have delivered evidence satisfactory to Collateral Agent, not less than ten Lender that (10i)(A) Business Days prior Mezzanine Borrower complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine Loan Agreement with respect to the date of such release, a release of Lien the security interest corresponding to the release requested pursuant to this Section 2.5.1 and (B) Mezzanine Lender has granted such release to Mezzanine Borrower and (ii) Junior Mezzanine Borrower complied with all of the Pledge terms and conditions set forth in Section 2.5.1 of the Junior Mezzanine Loan Agreement (and related Loan Documents), only with respect to a release of the security interest corresponding to the release requested pursuant to this Section 2.5.1 and (B) Junior Mezzanine Lender has granted such Release release to Junior Mezzanine Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(dthrough and including the Prepayment Date, (ii) if such release occurs on or prior to the Open Date, a prepayment premium equal to one percent (e)1%) of the applicable Release Price, as (iii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iv) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (iii); and (iiv) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (d) Borrower shall submit to Lender, not less than ten (10) days prior to the date of such release, a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender. Such release shall be in a form appropriate in each State in which the Individual Property is located and shall contain standard provisions, if any, protecting the rights of 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 (i) such documentation is in compliance with all applicable Legal Requirements, and (ii) the release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (e) After giving effect to such release, Lender shall have determined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Lien of a Security Instrument (not including the Individual Property to be released) (but for the purpose of this calculation only, assuming a Release Price equal to the Allocated Loan Amount) shall be at least equal to the Debt Service Coverage Ratio for all of the Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property; (f) Lender shall have received evidence that, contemporaneously with that the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property to be released shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the conveyed to a Person other Loan Documents)than Borrower or Principal; (g) In the event the Release Property is subject to an Operating Lease along with one or more additional Properties, Lender shall have received a written consent certified copy of an amendment to the transfer from Operating Lease reflecting the lender under the Mortgage Loan and each deletion of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory Individual Property to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lenderbe released; and (h) Collateral Agent Lender shall have received payment of all Collateral Agent’s Lender's reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement related Security Instrument and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with Provided no Event of Default has occurred and is continuing, Borrower may (i) cause Mortgage Borrower to obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement and (a “Release” and such Individual Property, a “Release Property”), Borrower may ii) obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive)) on any Business Day not falling within a Release Lock-Out Period, but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least twenty (20) Business Days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property). Notwithstanding the foregoing, Borrower shall be permitted the right to rescind and revoke or postpone such notice, provided that Borrower pays all Breakage Costs and all of Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of Borrower’s notice of its request to obtain a release of an Individual Property and Borrower’s failure to prepay all or any portion of the unpaid principal balance of the Note; (b) Borrower shall submit have delivered evidence satisfactory to Collateral Agent, not less than ten (10) Business Days prior Lender that Mortgage Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mortgage Loan Agreement with respect to the date of such release, a release of Lien of the Pledge Agreement Security Instrument corresponding to the release requested pursuant to this Section 2.5.1 and Mortgage Lender has delivered (and related Loan Documents), only with respect or is simultaneously delivering) such release to such Release Mortgage Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Intentionally deleted; (id) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents Section 2.3.1 hereof in connection with a partial prepaymentsuch prepayment (collectively, the “Property Release Prepayment”); (e) Intentionally deleted; (f) After giving effect to such release, Lender shall have received evidence thatdetermined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to: (i) if, contemporaneously after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid twenty percent (20%) or less of the maximum principal balance of the Loan in connection with the conveyance release of an Individual Property in compliance with the provisions Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the Operating Lease for Debt Service Coverage Ratio as of the Closing Date or (ii) if, after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid more than twenty percent (20%) of the maximum principal balance of the Loan in connection with the release of Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the greater of (A) the Debt Service Coverage Ratio as of the Closing Date and (B) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) ending on the last day of the Monthly Reporting Period preceding the release of the Individual Property (the “DSCR Release Test”). Notwithstanding the foregoing, the DSCR Release Test shall be terminated deemed satisfied provided that the Loan and cancelled the Mortgage Loan have each been prepaid (or an amount has been delivered to Lender and such termination Mortgage Lender to be applied towards the prepayment of the Loan and cancellation shall be permitted hereunder the Mortgage Loan on the next Scheduled Payment Date pursuant to the terms of the Loan Documents and under the other Mortgage Loan Documents) in an aggregate amount equal to the DSCR Release Payment, with Lender receiving, in addition to the sums required to be delivered to Lender pursuant to Section 2.5.1(d) hereof, a portion of the DSCR Release Payment equal to the Pro-Rata DSCR Prepayment, together with all other sums due under Section 2.3.1 hereof in connection with such prepayment (collectively, the “DSCR Satisfaction Prepayment”); (g) Lender shall have received evidence that the Individual Property to be released shall be conveyed (i) to a bona fide, independent third party not affiliated with Borrower pursuant to an arms-length transaction or (ii) with Lender’s prior written consent (such consent not to be unreasonably withheld), to an affiliate of Borrower (other than Principal, Mortgage Borrower or Mortgage Principal) pursuant to a contract that is commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (h) In the transfer event that the Individual Property to be released is a Penn Traffic Property, Borrower shall have either (i) caused Mortgage Borrower to previously obtain (or shall cause Mortgage Borrower to simultaneously obtain with the release of such Individual Property) the release of all the Penn Traffic Properties from the lender under Lien of the applicable Security Instruments pursuant to Section 2.5.1 of the Mortgage Loan Agreement and each Borrower has satisfied (or is simultaneously satisfying) obtaining the release of the Other Mezzanine Loans Borrower’s obligations with respect to such Penn Traffic Properties pursuant to this Section 2.5.1 or receipt by Lender of other evidence satisfactory (ii) delivered to Lender that all conditions imposed under a fully executed amendment to the Penn Traffic Lease which provides for the removal of such Individual Property from the premises demised to Penn Traffic pursuant to the terms of the Mortgage Loan Penn Traffic Lease and each a reduction of the Other Mezzanine Loans rent due thereunder (which reduction shall have been complied with by in no event be greater than the borrower thereunder or otherwise waived by portion of the applicable lender; andrent allocated to such Individual Property pursuant to the terms of the Penn Traffic Lease). (hi) Collateral Agent Lender shall have received payment of all Collateral Agent’s its reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Borrower’s obligations with respect to such Individual Property and/or Release Property. If Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction satisfies all of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding 2.5.1 on a Payment Date, Lender shall apply the foregoing requirementsProperty Release Prepayment and the DSCR Satisfaction Prepayment, if any, in the case of a sale accordance with Section 2.3 hereof on such Payment Date. If Borrower satisfies all of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of conditions set forth in this Section 2.5.1 of on any day other than a Payment Date, Lender shall deposit such funds into the Mortgage Loan Agreement Property Release Fund to be held and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas applied by Lender in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement7.7 hereof.

Release of Individual Property. Concurrently with Subject to the provisions of ------------------------------ Section 2.3.1(c) hereof relating to the release of the Peachtree Property, provided no Event of Default shall have occurred and be continuing, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s 's obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), provided that such Borrower does not own any of the other Properties then encumbered by the Lien of the Security Instruments, but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least fifteen (15) days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an the Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, make a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received by a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided prepaid, (ii) the Prepayment Fee, if required pursuant to the terms hereof (provided, however, (y) in Section 2.4.1(dconnection with a release only, the Prepayment Fee shall only be calculated on the Allocated Loan Amount of the Individual Property being released (and not on the Release Price) and (z) the Net Proceeds of a Casualty or (eCondemnation applied to the reduction of the principal balance of the Debt shall be credited against and reduce the Release Price of the Individual Property that was the subject of said Casualty or Condemnation), as applicable(iii) if such payment is not made on a Payment Date, the Interest Shortfall with respect to the amount prepaid, (iv) Breakage Costs, if any, but without duplication of any payment made pursuant to Subsection (iii) hereof; and (iiv) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (fc) Lender Borrower shall have received evidence thatsubmit to Lender, contemporaneously with not less than thirty (30) days prior to the conveyance date of an Individual Property in compliance with the provisions hereofsuch release, the Operating Lease a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender. Such release shall be terminated in a form appropriate in each State in which the Individual Property is located and cancelled that contains standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer's Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and such termination (iii) will not impair or otherwise adversely affect the Liens, security interests and cancellation shall be permitted hereunder and other rights of Lender under the other Loan DocumentsDocuments not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (gd) Lender shall have received a written consent After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the transfer from the lender under the Mortgage Loan and each Liens of the Other Mezzanine Loans or receipt by Lender Security Instruments shall be equal to the greater of other evidence satisfactory to Lender that (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for all conditions imposed under the terms of the Mortgage Loan and each then remaining Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by Individual Property; (e) If the applicable lenderBorrower continues to own an Individual Property subject to the Lien of a Security Instrument, the Individual Property to be released shall be conveyed to a Person other than a Borrower or Principal; and (hf) Collateral Agent shall have received payment Payment of all Collateral Agent’s Lender's reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien Lien of the Pledge Agreement related Security Instrument and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with After the Lockout Release Date, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default Borrower shall have occurred and be continuing pay to Lender (unless, in x) the case of a prepayment upon Release Amount for the release of an Individual Property, the Event of Default relates solely to such applicable Individual Property and therefore would be fully cured by (y) the release of such Individual Property)Prepayment Premium, if any, due in connection therewith; (b) Borrower shall submit to Collateral AgentLender, not less than ten thirty (1030) Business Days days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property for execution by Collateral AgentLender. Such release shall contain standard provisionsbe in a form appropriate in each jurisdiction in which the Individual Property is located and reasonably acceptable to Lender. In addition, if anyBorrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, protecting together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral Agent (as releasing secured partiesProperties subject to the Loan Documents not being released); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall not be equal to or greater less than the greatest of (i) the Debt Service Coverage Ratio for in existence at the twelve (12) full calendar months immediately preceding time of closing the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Loan; (id) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate any of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;its Affiliates; and (e) In the case No Event of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) Default shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata occurred and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreementremain uncured.

Release of Individual Property. Concurrently with On and after the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Lockout Release Property”)Date, Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a the “Release BorrowerReleased Property”) from the lien of the applicable Security Instrument (and such Release related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to the Release Released Property (other than those expressly stated to survive) (such release, a “Partial Release”), upon the satisfaction of each of the following conditions: (ai) Borrower shall provide Lender with thirty (30) days (or such shorter period as may be agreed to by Lender) prior written notice of the proposed Partial Release; (ii) No Event of Default shall have occurred and be continuing (unless, in at the case of a prepayment upon time the release of an Individual Property, applicable Partial Release is requested or at the Event of Default relates solely to such Individual Property and therefore would be fully cured by time that the release of such Individual Property)applicable Partial Release occurs; (biii) Borrower shall submit to Collateral AgentLender, not less than ten thirty (1030) Business Days days prior to the date of such releasethe Partial Release, a release of Lien of the Pledge Agreement lien (and related Loan Documents), only with respect to such Release Borrower, ) for the Released Property for execution by Collateral AgentLender. Such release shall be in a form appropriate in each jurisdiction in which the Released Property is located and shall contain standard provisions, if any, provisions protecting the rights of the releasing lender, in each case, reasonably satisfactory to Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with the Partial Release, together with an Officer’s Certificate certifying that such documentation (A) is in compliance with all Legal Requirements, (B) will effect the Partial Release in accordance with the terms of this Agreement, and Collateral Agent (C) will not impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents not being released (or as releasing secured partiesto the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (civ) The Released Property shall be conveyed to a Person other than Borrower; (v) Borrower shall prepay the Loan in accordance with the applicable terms and conditions hereof in an amount equal to the Release Price applicable to the Released Property and shall pay any Exit Fee, Interest Shortfall, Breakage Costs, Additional Interest and all other sums due under this Agreement, the Note and the other Loan Documents in connection therewith. Such prepayment in the amount of the applicable Release Price shall, notwithstanding anything to the contrary contained herein, be applied (A) first, to reduce the Allocated Loan Amount of the Released Property to zero and (B) second, pro‑rata to reduce the Allocated Loan Amounts of each Unreleased Property (defined below); (vi) After giving effect to such releasethe Partial Release, the Actual Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of applicable Security Instruments (collectively, the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release“Unreleased Properties” and, each, an “Unreleased Property”) shall be equal to or greater than the greatest greater of (iA) the Debt Service Coverage Ratio of all Individual Properties (including the Released Property) immediately prior to the Partial Release or (B) 3.06x to 1.00; (vii) After giving effect to the Partial Release, the Loan-to-Value Ratio for the twelve Unreleased Properties shall be no greater than the lesser of (12A) full calendar months immediately preceding the release Loan-To-Value Ratio with respect to all of the Individual Property Properties (assuming including the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage Released Property) immediately prior to the proposed release), Partial Release or (iiB) 1.09 54.6% (which is 90% with each of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliatevii)(A) and (iivii)(B) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price being determined based upon updated Appraisals for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lenderIndividual Properties); and (hviii) Collateral Agent Borrower shall have received payment pay all of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred expenses in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement Partial Release, including, without limitation, reasonable attorneys’ fees and the review and approval of the documents and information required to be delivered in connection therewithAppraisal costs. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, Except as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements2.9, in the case no repayment or prepayment of a sale all or any portion of the Rio Las VegasLoan shall cause, give rise to a right to require, or otherwise result in, the release of the Rio any lien of any Security Instrument on any Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant Property. Notwithstanding anything contained herein to the terms of Section 2.5.1 of contrary, in no event and at no time can the Mortgage Loan Agreement Unreleased Properties be the Tennessee Property and/or the New Hampshire Property and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each no other Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementProperty.

Release of Individual Property. Concurrently with Borrower may cause Mortgage Borrower, except for El Con Mortgage Borrower and El San Xxxx Mortgage Borrower, to obtain the release of an Individual Property (other than the El Con Individual Property and the El San Xxxx Individual Property) and after the Prepayment Release Date, Borrower may cause El Con Mortgage Borrower and El San Xxxx Mortgage Borrower to also obtain the release of the El Con Individual Property and the El San Xxxx Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 and the release of Mortgage Borrower’s obligations under the Mortgage Loan Agreement (a “Release” and Documents with respect to such Individual Property, a “Release Property”), Borrower may Property and to obtain the release of the related Collateral and of the applicable Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would that will not be fully cured by the release of such Individual Property); (b) Mortgage Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior have satisfied all of the conditions to the date of such release, a proposed release of Lien of set forth in the Pledge Agreement (and related Mortgage Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties)Agreement; (c) After Subject to the third sentence of this Section 2.5.1(c) giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgage Loan Documents shall be equal to or greater than the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property. In addition and if the Individual Property to be released is a Non-Minority Interest Property, after giving effect to such release, the Debt Service Coverage Ratio for the Non-Minority Interest Properties then remaining subject to the Liens of the Mortgages shall be equal to or greater than the Debt Service Coverage Ratio for all of the then remaining Non-Minority Interest Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property. Notwithstanding the provisions set forth in the first sentence of this Section 2.5.1(c), in the event that the Individual Property to be released is the Atlanta Individual Property, then after giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall not be equal to or greater less than the greatest of (i) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Atlanta Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Atlanta Individual Property, plus 0. 01. For purposes of clarification only, if the Debt Service Coverage Ratio for all of the then remaining Properties (including the Atlanta Individual Property (assuming to be released) for the contemplated applicable period is equal to 1.20 to 1.0, then, after giving effect to the release had not occurredof the Atlanta Individual Property, i.e., the Debt Service Coverage for all the Properties then remaining subject to the Liens of the Mortgage prior Mortgages must be greater than or equal to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.21 to 1.0; (id) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrowerany of its Affiliates, and other than to an Affiliate of if such Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions will continue to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1own Properties not released; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition Borrower shall pay to the closing Lender in reduction of the sale outstanding principal balance of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Loan the Adjusted Release Price Amount for the applicable Individual Property (to be applied and the Prepayment Spread Maintenance Payment, if any, and the Exit Fee, if any, due in connection therewith. Notwithstanding anything to the principal contrary contained in Section 2.4 hereof or the foregoing provisions of this Section 2.5.1(e), Borrower may obtain the release of the Collateral with respect to and cause Mortgage Borrower to obtain the release of one (1) Individual Property (other than the El Con Individual Property or the El San Xxxx Individual Property) with the payment of the Prepayment Spread Maintenance Payment and the Exit Fee if such prepayment occurs on or prior to the Lockout Release Date and without any Prepayment Spread Maintenance Payment or Exit Fee thereafter, provided, that no Individual Property has been theretofore released without the payment of the Prepayment Spread Maintenance Payment and the Exit Fee; and (f) Concurrently with the payment of the Adjusted Release Amount, each applicable Mezzanine Borrower shall make a partial prepayment of the related Mezzanine Loan on a pro rata and pari passu basis) equal to the related Mezzanine Adjusted Release Amount applicable to such Individual Property, together with (i) all accrued and unpaid interest calculated at any related interest, fees, prepayment premiums or other amounts payable under the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other related Mezzanine Loan Documents in connection with a partial such prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereofincluding, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from extent such prepayment is made on a date other than a Payment Date, interest which would have accrued on the lender under the Mortgage Loan and each outstanding principal balance of the Other related Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage applicable Mezzanine Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementDocuments.

Release of Individual Property. Concurrently At any time in connection with an arms-length transfer to a third-party Person which is not an Affiliate of Xxxxxxxx, Borrower may obtain the release of an Individual Property from the Lien lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement Documents (a “Release” and each such Individual Property, a “Release Property”), Borrower may obtain ) and the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the such Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (ai) No Borrower shall deliver notice to Lender of the proposed release of such Release Property; (ii) no Event of Default shall have occurred and be continuing on the date that the Release Property is released from the lien of the Security Instrument thereon other than as expressly permitted below; (unless, in iii) Borrower shall have paid to Lender the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Propertyapplicable Release Amount together with any Yield Maintenance Premium then required (if any); (biv) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days days prior to the date of such release, a release or assignment of Lien of the Pledge Agreement lien (and related Loan Documents), only with respect to ) for such Release Borrower, Property for execution by Collateral AgentXxxxxx. Such release or assignment shall contain standard provisionsbe in a form appropriate in each jurisdiction in which such Release Property is located and that would be reasonably satisfactory to a prudent lender. In addition, if anyBorrower shall provide all documentation Lender reasonably requires to be delivered by Borrower in connection with such release or assignment, protecting as applicable, together with an Officer’s Certificate certifying that such documentation (A) will effect such release or assignment in accordance with the terms of this Agreement, and (B) will not impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral Agent (as releasing secured partiesIndividual Properties subject to the Loan Documents not being released); (cv) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof of such release, the Debt Yield shall not be less than the greater of Closing Date Debt Yield and the Debt Yield immediately prior to the release; provided, however, that in order to satisfy the Debt Yield requirement set forth in this clause (which the parties agree is 1.21)), and (iiiv) 1.0; (i) The Individual Property to be released shall be conveyed to Borrower may make a Person other than prepayment of a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate portion of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan in accordance with a construction or development loan (or repaying the Loan with equity contributions to such AffiliateSection 2.7(a) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds hereof in an amount equal sufficient to satisfy the Release Price for the applicable Individual Property Debt Yield requirement set forth in this clause (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documentsv); (gvi) Lender Borrower shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans paid or receipt by reimbursed Lender of other evidence satisfactory to Lender that for all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expensesexpenses actually incurred by Xxxxxx (including, including without limitation, reasonable counsel actually incurred attorneys’ fees and disbursements incurred in connection with disbursements); (vii) To the extent any Lease at an Individual Property that will remain collateral for the Loan following the release of such Release Property is cross-defaulted with any Lease at the Release Property, the Lease for the Individual Property and/or Release that will remain collateral for the Loan following such release shall be amended to remove such cross-default; (viii) Subsequent to such release, each Individual Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required each SPE Component Entity shall continue to be delivered a Special Purpose Entity pursuant to, and in connection therewith. Each of accordance with, Article 5 hereof; and (ix) Borrower has provided Lender and Collateral Agent acknowledges with evidence that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with each Mezzanine Borrower has satisfied the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage applicable Mezzanine Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementDocuments.

Release of Individual Property. Concurrently with If Borrower has elected to defease a portion of the Loan and the requirements of Section 2.5 and this Section 2.6.2 have been satisfied, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event The principal balance of Default the Defeased Note shall have occurred and be continuing (unless, in equal or exceed the case of a prepayment upon Release Amount for the release of an applicable Individual Property; provided, however, if the undefeased portion of the Loan at the time a release is requested is less than the Release Amount, the Event Defeased Note shall equal the remaining undefeased portion of Default relates solely to such Individual Property and therefore would be fully cured by the release Loan at the time of such Individual Property)release; (b) Borrower shall submit to Collateral AgentLender, not less than ten thirty (1030) Business Days days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property for execution by Collateral AgentLender. Such release shall contain be in a form appropriate in each jurisdiction in which the Individual Property is located and that contains standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and Collateral Agent (iii) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as releasing secured partiesto the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties Individual Property then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount Lien of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest greater of (i) 1.24 to 1.0 and (ii) the Debt Service Coverage Ratio for both Properties (taking into account the Debt evidenced by the Defeased Note in question) for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming provided, however, that if the contemplated release had not occurredSabre Lease for the remaining Individual Property as in effect on the Closing Date remains in effect after the release, i.e., for all Properties subject to the Liens requirements of the Mortgage prior to the proposed releasethis Section 2.6.2(c) shall be deemed satisfied), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (id) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate any of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1its Affiliates; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such The remaining Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal after giving effect to the Release Price for conveyance of the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with released, will (i) be a legally subdivided parcel and comply with all accrued zoning ordinances including without limitation those related to parking, lot size and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) density, or (e)a variance with respect thereto shall have been obtained, as applicable, and (ii) be a separate tax parcel, and not be subject to any lien for taxes due or not yet due attributable to the Individual Property to be released, (iii) comply with all other sums due under this Agreementsubdivision ordinances and regulations and (iv) to the extent necessary, have an appurtenant easement for utilities, parking and access currently crossing or located on the Note or the other Loan Documents in connection with a partial prepaymentIndividual Property to be released; (f) Lender shall have received evidence that, contemporaneously with endorsements to the conveyance Title Insurance Policy for the Properties insuring each of an Individual Property the items set forth in compliance with the provisions hereofclause (b) above reasonably satisfactory to Lender; and (g) After giving effect to such release, the Operating Lease Loan-to-Value Ratio for such the remaining Individual Property shall be terminated equal to or less than the lesser of (i) the Loan-to-Value Ratio immediately preceding the Closing Date and cancelled (and such termination and cancellation shall be permitted hereunder and under ii) the other Loan Documents); Loan-to-Value Ratio for both Properties (g) Lender shall have received a written consent to taking into the transfer from account the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with Debt evidenced by the borrower thereunder or otherwise waived by the applicable lender; and (hDefeased Note in question) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with immediately preceding the release of the Individual Property and/or Release Borrower from (provided, however, that if the lien of Sabre Lease for the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an remaining Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to as in effect on the transfer upon satisfaction of Closing Date remains in effect after the conditions set forth in clauses (a) through (g) release, the requirements of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower 2.6.2(g) shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreementdeemed satisfied).

Release of Individual Property. Concurrently with Borrower may cause Mortgage Borrower, except for El Con Mortgage Borrower and El San Xxxx Mortgage Borrower, to obtain the release of an Individual Property (other than the El Con Individual Property and the El San Xxxx Individual Property) and after the Prepayment Release Date, Borrower may cause El Con Mortgage Borrower and El San Xxxx Mortgage Borrower to also obtain the release of the El Con Individual Property and the El San Xxxx Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 and the release of Mortgage Borrower’s obligations under the Mortgage Loan Agreement (a “Release” and Documents with respect to such Individual Property, a “Release Property”), Borrower may Property and to obtain the release of the related Collateral and of the applicable Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would that will not be fully cured by the release of such Individual Property); (b) Mortgage Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior have satisfied all of the conditions to the date of such release, a proposed release of Lien of set forth in the Pledge Agreement (and related Mortgage Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties)Agreement; (c) After Subject to the third sentence of this Section 2.5.1(c) giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgage Loan Documents shall be equal to or greater than the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property. In addition and if the Individual Property to be released is a Non-Minority Interest Property, after giving effect to such release, the Debt Service Coverage Ratio for the Non-Minority Interest Properties then remaining subject to the Liens of the Mortgages shall be equal to or greater than the Debt Service Coverage Ratio for all of the then remaining Non-Minority Interest Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property. Notwithstanding the provisions set forth in the first sentence of this Section 2.5.1(c), in the event that the Individual Property to be released is the Atlanta Individual Property, then after giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall not be equal to or greater less than the greatest of (i) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Atlanta Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Atlanta Individual Property, plus 0.01. For purposes of clarification only, if the Debt Service Coverage Ratio for all of the then remaining Properties (including the Atlanta Individual Property (assuming to be released) for the contemplated applicable period is equal to 1.20 to 1.0, then, after giving effect to the release had not occurredof the Atlanta Individual Property, i.e., the Debt Service Coverage for all the Properties then remaining subject to the Liens of the Mortgage prior Mortgages must be greater than or equal to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.21 to 1.0; (id) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrowerany of its Affiliates, and other than to an Affiliate of if such Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions will continue to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1own Properties not released; (e) In Borrower shall pay to Lender in reduction of the case outstanding principal balance of a sale the Loan the Adjusted Release Amount for the applicable Individual Property, the Prepayment Spread Maintenance Payment, if any, and the Exit Fee, if any, due in connection therewith. Notwithstanding anything to the contrary contained in Section 2.4 hereof or the foregoing provisions of an this Section 2.5.1(e), Borrower may obtain the release of the Collateral with respect to and cause Mortgage Borrower to obtain the release of one (1) Individual Property (other than the Rio Las Vegas, simultaneously El Con Individual Property or the El San Xxxx Individual Property) with the payment of the Prepayment Spread Maintenance Payment and as a condition the Exit Fee if such prepayment occurs on or prior to the closing Lockout Release Date and without any Prepayment Spread Maintenance Payment or Exit Fee thereafter, provided, that no Individual Property has been theretofore released without the payment of the sale Prepayment Spread Maintenance Payment and the Exit Fee; and (f) Concurrently with the payment of the Adjusted Release Amount, each applicable Mezzanine Borrower shall make a partial prepayment of the related Mezzanine Loan equal to the related Mezzanine Adjusted Release Amount applicable to such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at any related interest, fees, prepayment premiums or other amounts payable under the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other related Mezzanine Loan Documents in connection with a partial such prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereofincluding, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from extent such prepayment is made on a date other than a Payment Date, interest which would have accrued on the lender under the Mortgage Loan and each outstanding principal balance of the Other related Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage applicable Mezzanine Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementDocuments.

Release of Individual Property. Concurrently with Provided no Event of Default has occurred and is continuing, Borrower may (i) cause Mortgage Borrower to obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement and (a “Release” and such Individual Property, a “Release Property”), Borrower may ii) obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive)) on any Business Day not falling within a Release Lock-Out Period, but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least twenty (20) Business Days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) . Notwithstanding the foregoing, Borrower shall submit be permitted the right to Collateral Agentrescind and revoke or postpone such notice, not less than ten (10) Business Days prior provided that Borrower pays all Breakage Costs and all of Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of Borrower’s notice of its request to the date of such release, obtain a release of Lien an Individual Property and Borrower’s failure to prepay all or any portion of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens unpaid principal balance of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Note; (i) The Borrower shall have delivered evidence satisfactory to Lender that Mortgage Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mortgage Loan Agreement with respect to a release of the Security Instrument corresponding to the release requested pursuant to this Section 2.5.1 and Mortgage Lender has delivered (or is simultaneously delivering) such release to Mortgage Borrower; (ii) Mezzanine A Borrower shall have delivered satisfactory evidence to Mezzanine A Lender that Mezzanine A Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine A Loan Agreement with respect to a release of Mezzanine A Borrower’s obligations under the Mezzanine A Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and Mezzanine A Lender has delivered (or is simultaneously delivering) such release to Mezzanine A Borrower, (iii) Mezzanine B Borrower shall be conveyed have delivered satisfactory evidence to Mezzanine B Lender that Mezzanine B Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine B Loan Agreement with respect to a Person other than a Mortgage Borrower or release of Mezzanine B Borrower, ’s obligations under the Mezzanine B Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan Mezzanine B Lender has delivered (or repaying is simultaneously delivering) such release to Mezzanine B Borrower; (iv) Mezzanine C Borrower shall have delivered satisfactory evidence to Mezzanine C Lender that Mezzanine C Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine C Loan Agreement with equity contributions respect to a release of Mezzanine C Borrower’s obligations under the Mezzanine C Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and Mezzanine C Lender has delivered (or is simultaneously delivering) such Affiliate) release to Mezzanine C Borrower; and (iiv) it is such AffiliateMezzanine D Borrower shall have delivered satisfactory evidence to Mezzanine D Lender that Mezzanine D Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine D Loan Agreement with respect to a release of Mezzanine D Borrower’s immediate intention obligations under the Mezzanine D Loan Documents with respect to materially redevelop such the Individual Property, which loan Property to be released pursuant to this Section 2.5.1 and Mezzanine D Lender has delivered (or equity contributionis simultaneously delivering) and intention shall be described in reasonable detail and represented such release to in an Officer’s Certificate submitted to Lender concurrently with Mezzanine D Borrower. (or prior toc) the materials described in clause (b) of this Section 2.5.1Intentionally deleted; (ed) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents Section 2.3.1 hereof in connection with a partial prepaymentsuch prepayment (collectively, the “Property Release Prepayment”); (e) Intentionally deleted; (f) After giving effect to such release, Lender shall have received evidence thatdetermined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to: (i) if, contemporaneously after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid twenty percent (20%) or less of the maximum principal balance of the Loan in connection with the conveyance release of an Individual Property in compliance with the provisions Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the Operating Lease for Debt Service Coverage Ratio as of August 8, 2007 or (ii) if, after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid more than twenty percent (20%) of the maximum principal balance of the Loan in connection with the release of Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the greater of (A) the Debt Service Coverage Ratio as of August 8, 2007 and (B) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) ending on the last day of the Monthly Reporting Period preceding the release of the Individual Property (the “DSCR Release Test”). Notwithstanding the foregoing, the DSCR Release Test shall be terminated deemed satisfied provided that the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine C Loan and cancelled the Mezzanine D Loan have each been prepaid (or an amount has been delivered to Lender, Mortgage Lender, Mezzanine A Lender, Mezzanine B Lender, Mezzanine C Lender and such termination Mezzanine D Lender to be applied towards the prepayment of the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine C Loan and cancellation shall be permitted hereunder and under the other Mezzanine D Loan pursuant to the terms of the Loan Documents, the Mortgage Loan Documents, the Mezzanine A Loan Documents, the Mezzanine B Loan Documents, the Mezzanine C Loan Documents and the Mezzanine D Loan Documents) in an aggregate amount equal to the DSCR Release Payment, with Lender receiving, in addition to the sums required to be delivered to Lender pursuant to Section 2.5.1(d) hereof, a portion of the DSCR Release Payment equal to the Pro-Rata DSCR Prepayment, together with all other sums due under Section 2.3.1 hereof in connection with such prepayment (collectively, the “DSCR Satisfaction Prepayment”); (g) Lender shall have received evidence that the Individual Property to be released shall be conveyed (i) to a bona fide, independent third party not affiliated with Borrower pursuant to an arms-length transaction or (ii) with Lender’s prior written consent (such consent not to be unreasonably withheld), to an affiliate of Borrower (other than Principal, Mortgage Borrower, Mortgage Principal, Mezzanine A Borrower, Mezzanine A Principal, Mezzanine B Borrower, Mezzanine B Principal, Mezzanine C Borrower, Mezzanine C Principal, Mezzanine D Borrower or Mezzanine D Principal) pursuant to a contract that is commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (h) In the transfer event that the Individual Property to be released is a Penn Traffic Property, Borrower shall have either (i) caused Mortgage Borrower to previously obtain (or shall cause Mortgage Borrower to simultaneously obtain with the release of such Individual Property) the release of all the Penn Traffic Properties from the lender under Lien of the applicable Security Instruments pursuant to Section 2.5.1 of the Mortgage Loan Agreement and each Borrower has satisfied (or is simultaneously satisfying) obtaining the release of the Other Mezzanine Loans Borrower’s obligations with respect to such Penn Traffic Properties pursuant to this Section 2.5.1 or receipt by Lender of other evidence satisfactory (ii) delivered to Lender that all conditions imposed under a fully executed amendment to the Penn Traffic Lease which provides for the removal of such Individual Property from the premises demised to Penn Traffic pursuant to the terms of the Mortgage Loan Penn Traffic Lease and each a reduction of the Other Mezzanine Loans rent due thereunder (which reduction shall have been complied with by in no event be greater than the borrower thereunder or otherwise waived by portion of the applicable lender; andrent allocated to such Individual Property pursuant to the terms of the Penn Traffic Lease). (hi) Collateral Agent Lender shall have received payment of all Collateral Agent’s its reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Borrower’s obligations with respect to such Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewithProperty. Each of Lender Property Release Prepayment and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expensesDSCR Satisfaction Prepayment, as provided in the preceding sentence) if any, delivered in connection with the release of an Individual Property or Release Borrower. shall be applied by Lender agrees in accordance with Section 2.3 hereof on the day that it shall provide a written consent to the transfer upon satisfaction Borrower satisfies all of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to ) for such Release Borrower, Individual Property for execution by Collateral Agent. Such release shall contain be in a form appropriate in each jurisdiction in which the Individual Property is located and that contains standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan Loans or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In in the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (plus the amount of any Excess Proceeds, if any, available upon the sale of such Individual Property), to be applied to the principal of the Loan on a pro rata and pari passu basis) , together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepaymentprepayment (it being understood and agreed that any Post-Closing Reserve Amount constituting Excess Proceeds released to Lender shall likewise be applied to the principal of the Loan on a pro rata and pari passu basis, together with the amount described in the preceding subclauses (i) and (ii)); (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender Mezzanine Lender under the Mortgage each Mezzanine Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage each Mezzanine Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lenderMezzanine Lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement related Mortgage and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1Property. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the sale and release of the Rio Individual Borrower Las Vegas shall be permitted hereunder if a Release of (1) the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from sales price for the sale of the Rio Las Vegas is at least Three Hundred Million and no/100 Dollars ($300,000,000.00), (2) no Event of Default shall have occurred and be continuing on the date on which the Rio Las Vegas is sold (unless the Special Rio Conditions exist, in which event the sale and release of the Rio Las Vegas shall be permitted hereunder notwithstanding the existence of an Event of Default as and to the extent described in the definition of “Special Rio Conditions” (provided all other conditions to such release, as set forth herein, are satisfied)), (3) the requirements of subparagraphs (b), (f), (g) and (h) above are satisfied, (4) the sale is to a Person other than an Affiliate of any of the Consolidated Entities, any Manager, Holdings, HOC and/or any of the Sponsors, and (5) the Blocked Account shall have been established in accordance with Section 2.6.3 hereof and pledged to Lender in accordance with Section 2.6.3(c) hereof. For purposes hereof, the terms of Section 2.5.1 “Special Rio Conditions” shall exist if (i) the purchase and sale agreement for the sale of the Mortgage Rio Las Vegas (the “Rio Contract of Sale”) is fully executed and delivered by the parties thereto on or prior to February 28, 2011, (ii) there exists no Event of Default on the date on which the Rio Contract of Sale is executed and delivered by the parties thereto, (iii) the closing under the Rio Contract of Sale occurs within no more than nine (9) months following the date on which the Rio Contract of Sale is executed and delivered by the parties thereto and (iv) Events of Default exist on the date on which the Rio Las Vegas is to be sold pursuant to the Rio Contract of Sale but such Events of Default (A) arise by virtue of non-monetary defaults under this Agreement or the other Loan Documents and (B) do not arise by virtue of the existence of any of the events described in Sections 8.1(iii), (iv), (vi), (vii) or (viii). In connection with a sale of the Rio Las Vegas: (i) if the sales price for the sale of the Rio Las Vegas is equal to or greater than Three Hundred Million and no/100 Dollars ($300,000,000.00) but less than Four Hundred Twenty Five Million and no/100 Dollars ($425,000,000.00) and the conditions to the sale of the Rio Las Vegas are satisfied, then, (A) simultaneously with and as a condition of closing the sale of the Rio Las Vegas, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Net Sales Proceeds available upon the sale of the Rio Las Vegas to apply to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan and (B) simultaneously with the release thereof from the escrow or reserve account established therefor, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Post-Closing Reserve Amount in respect of the Rio Las Vegas, to apply to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan; (ii) if the sales price for the sale of the Rio Las Vegas is equal to or greater than Four Hundred Twenty Five Million and no/100 Dollars ($425,000,000.00) and both the conditions to the sale of the Rio Las Vegas are satisfied and the Special Rio Conditions exist, then, (A) simultaneously with and as a condition of closing the sale of the Rio Las Vegas, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Net Sales Proceeds available upon the sale of the Rio Las Vegas to apply to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan and (B) simultaneously with the release thereof from the escrow or reserve account established therefor, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Post-Closing Reserve Amount in respect of the Rio Las Vegas, to apply to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan; (iii) if the sales price for the sale of the Rio Las Vegas is equal to or greater than Four Hundred Twenty Five Million and no/100 Dollars ($425,000,000.00), the conditions to the sale of the Rio Las Vegas are satisfied and the Special Rio Conditions do not exist (and, for the avoidance of doubt, no Event of Default exists on the date on which the Rio Las Vegas is sold), then, (A) simultaneously with and as a condition of closing the sale of the Rio Las Vegas, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Net Sales Proceeds available upon the sale of the Rio Las Vegas, (B) Lender (or Servicer on its behalf) shall apply (1) such Net Sales Proceeds as directed by the applicable Xxxxxx’x Parties (as such term is defined in the Note Sales Agreement) in order for such Xxxxxx’x Parties to purchase Mezzanine Notes pursuant to and in accordance with Article VII of the Note Sales Agreement and (2) the balance (if any) remaining after the purchase of Mezzanine Notes effected pursuant to and in accordance with Article VII of the Note Sales Agreement, to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable. Simultaneously , and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan, and (C) simultaneously with the release thereof from the escrow or reserve account established therefor, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Post-Closing Reserve Amount in respect of the Rio Las Vegas, and (D) Lender (or Servicer on its behalf) shall apply (1) such Post-Closing Reserve Amount as directed by the applicable Xxxxxx’x Parties (as such term is defined in the Note Sales Agreement) in order for such Xxxxxx’x Parties to purchase Mezzanine Notes pursuant to and in accordance with Article VII of the Note Sales Agreement and (2) the balance (if any) remaining after the purchase of Mezzanine Notes effected pursuant to and in accordance with Article VII of the Note Sales Agreement to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan; and (iv) simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached hereto and the Allocated Loan Amounts for each Individual Property under each Mezzanine Loan Agreement shall be automatically adjusted as set forth in Section 2.5.1 of follows: (1) the Allocated Loan Amount attributable to the Rio Las Vegas (under this Agreement and under each Mezzanine Loan Agreement) shall be reduced to zero; (2) if the Mortgage Loan Agreement.Reallocation Amount (as such term is hereinafter defined) is positive, the Allocated Loan Amounts attributable to the Individual Properties other than the Rio Las Vegas (as the same may have been adjusted pursuant to Section 2.4.1, 2.4.2 or 2.4.3 prior to the date on which the Rio Las Vegas is sold) shall be increased by an amount equal to the Mortgage Loan Reallocation Amount on a pro rata basis as among such Properties other than the Rio Las Vegas; (3) if the Mortgage Loan Reallocation Amount is negative, the Allocated Loan Amounts attributable to the Individual Properties other than the Rio Las Vegas (as the same may have been adjusted pursuant to Section 2.4.1, 2.4.2 or 2.4.3 prior to the date on which the Rio Las Vegas is sold) shall be decreased by an amount equal to the Mortgage Loan Reallocation Amount on a pro rata basis as among such Properties other than the Rio Las Vegas; (4) if a Mezzanine Loan Reallocation Amount (as such term is hereinafter defined) for a particular Mezzanine Loan is positive, the Allocated Loan Amounts attributable to the Individual Properties other than the Rio Las Vegas under the Mezzanine Loan Agreement for such Mezzanine Loan (as the same may have been adjusted pursuant to Section 2.4.1, 2.4.2 or 2.4.3 of the relevant Mezzanine Loan Agreement prior to the date on which the Rio Las Vegas is sold) shall be increased by an amount equal to the Mezzanine Loan Reallocation Amount for such Mezzanine Loan on a pro rata basis as among such Properties other than the Rio Las Vegas; and (5) if a Mezzanine Loan Reallocation Amount for a particular Mezzanine Loan is negative, the Allocated Loan Amounts attributable to the Individual Properties other than the Rio Las Vegas under the Mezzanine Loan Agreement for such Mezzanine Loan (as the same may have been adjusted pursuant to Section 2.4.1, 2.4.2 or 2.4.3 of the relevant Mezzanine Loan Agreement prior to the date on which the Rio Las Vegas is sold) shall be decreased by an amount equal to the Mezzanine Loan Reallocation Amount for such Mezzanine Loan on a pro rata basis as among such Properties other than the Rio Las Vegas. For the avoidance of doubt, the parties confirm that any “pro rata” re-allocation made as described in this Section shall be made taking into account the Allocated Loan Amounts (and the percentage ratios among such amounts) in effect immediately prior to the re-allocation

Release of Individual Property. Concurrently with Provided no Event of Default has occurred and is continuing, Borrower may (i) cause Mortgage Borrower to obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement and (a “Release” and such Individual Property, a “Release Property”), Borrower may ii) obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive)) on any Business Day not falling within a Release Lock-Out Period, but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least twenty (20) Business Days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) . Notwithstanding the foregoing, Borrower shall submit be permitted the right to Collateral Agentrescind and revoke or postpone such notice, not less than ten (10) Business Days prior provided that Borrower pays all Breakage Costs and all of Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of Borrower’s notice of its request to the date of such release, obtain a release of Lien an Individual Property and Borrower’s failure to prepay all or any portion of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens unpaid principal balance of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Note; (i) The Borrower shall have delivered evidence satisfactory to Lender that Mortgage Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mortgage Loan Agreement with respect to a release of the Security Instrument corresponding to the release requested pursuant to this Section 2.5.1 and Mortgage Lender has delivered (or is simultaneously delivering) such release to Mortgage Borrower; (ii) Mezzanine A Borrower shall have delivered satisfactory evidence to Mezzanine A Lender that Mezzanine A Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine A Loan Agreement with respect to a release of Mezzanine A Borrower’s obligations under the Mezzanine A Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and Mezzanine A Lender has delivered (or is simultaneously delivering) such release to Mezzanine A Borrower, (iii) Mezzanine B Borrower shall be conveyed have delivered satisfactory evidence to Mezzanine B Lender that Mezzanine B Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine B Loan Agreement with respect to a Person other than a Mortgage Borrower or release of Mezzanine B Borrower, ’s obligations under the Mezzanine B Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan Mezzanine B Lender has delivered (or repaying is simultaneously delivering) such release to Mezzanine B Borrower; (iv) Mezzanine D Borrower shall have delivered satisfactory evidence to Mezzanine D Lender that Mezzanine D Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine D Loan Agreement with equity contributions respect to a release of Mezzanine D Borrower’s obligations under the Mezzanine D Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and Mezzanine D Lender has delivered (or is simultaneously delivering) such Affiliate) release to Mezzanine D Borrower; and (iiv) it is such AffiliateMezzanine E Borrower shall have delivered satisfactory evidence to Mezzanine E Lender that Mezzanine E Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine E Loan Agreement with respect to a release of Mezzanine E Borrower’s immediate intention obligations under the Mezzanine E Loan Documents with respect to materially redevelop such the Individual Property, which loan Property to be released pursuant to this Section 2.5.1 and Mezzanine E Lender has delivered (or equity contributionis simultaneously delivering) and intention shall be described in reasonable detail and represented such release to in an Officer’s Certificate submitted to Lender concurrently with Mezzanine E Borrower. (or prior toc) the materials described in clause (b) of this Section 2.5.1Intentionally deleted; (ed) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents Section 2.3.1 hereof in connection with a partial prepaymentsuch prepayment (collectively, the “Property Release Prepayment”); (e) Intentionally deleted; (f) After giving effect to such release, Lender shall have received evidence thatdetermined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to: (i) if, contemporaneously after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid twenty percent (20%) or less of the maximum principal balance of the Loan in connection with the conveyance release of an Individual Property in compliance with the provisions Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the Operating Lease for Debt Service Coverage Ratio as of August 8, 2007 or (ii) if, after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid more than twenty percent (20%) of the maximum principal balance of the Loan in connection with the release of Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the greater of (A) the Debt Service Coverage Ratio as of August 8, 2007 and (B) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) ending on the last day of the Monthly Reporting Period preceding the release of the Individual Property (the “DSCR Release Test”). Notwithstanding the foregoing, the DSCR Release Test shall be terminated deemed satisfied provided that the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine D Loan and cancelled the Mezzanine E Loan have each been prepaid (or an amount has been delivered to Lender, Mortgage Lender, Mezzanine A Lender, Mezzanine B Lender, Mezzanine D Lender and such termination Mezzanine E Lender to be applied towards the prepayment of the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine D Loan and cancellation shall be permitted hereunder and under the other Mezzanine E Loan pursuant to the terms of the Loan Documents, the Mortgage Loan Documents, the Mezzanine A Loan Documents, the Mezzanine B Loan Documents, the Mezzanine D Loan Documents and the Mezzanine E Loan Documents) in an aggregate amount equal to the DSCR Release Payment, with Lender receiving, in addition to the sums required to be delivered to Lender pursuant to Section 2.5.1(d) hereof, a portion of the DSCR Release Payment equal to the Pro-Rata DSCR Prepayment, together with all other sums due under Section 2.3.1 hereof in connection with such prepayment (collectively, the “DSCR Satisfaction Prepayment”); (g) Lender shall have received evidence that the Individual Property to be released shall be conveyed (i) to a bona fide, independent third party not affiliated with Borrower pursuant to an arms-length transaction or (ii) with Lender’s prior written consent (such consent not to be unreasonably withheld), to an affiliate of Borrower (other than Principal, Mortgage Borrower, Mortgage Principal, Mezzanine A Borrower, Mezzanine A Principal, Mezzanine B Borrower, Mezzanine B Principal, Mezzanine D Borrower, Mezzanine D Principal, Mezzanine E Borrower or Mezzanine E Principal) pursuant to a contract that is commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (h) In the transfer event that the Individual Property to be released is a Penn Traffic Property, Borrower shall have either (i) caused Mortgage Borrower to previously obtain (or shall cause Mortgage Borrower to simultaneously obtain with the release of such Individual Property) the release of all the Penn Traffic Properties from the lender under Lien of the applicable Security Instruments pursuant to Section 2.5.1 of the Mortgage Loan Agreement and each Borrower has satisfied (or is simultaneously satisfying) obtaining the release of the Other Mezzanine Loans Borrower’s obligations with respect to such Penn Traffic Properties pursuant to this Section 2.5.1 or receipt by Lender of other evidence satisfactory (ii) delivered to Lender that all conditions imposed under a fully executed amendment to the Penn Traffic Lease which provides for the removal of such Individual Property from the premises demised to Penn Traffic pursuant to the terms of the Mortgage Loan Penn Traffic Lease and each a reduction of the Other Mezzanine Loans rent due thereunder (which reduction shall have been complied with by in no event be greater than the borrower thereunder or otherwise waived by portion of the applicable lender; andrent allocated to such Individual Property pursuant to the terms of the Penn Traffic Lease). (hi) Collateral Agent Lender shall have received payment of all Collateral Agent’s its reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Borrower’s obligations with respect to such Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewithProperty. Each of Lender Property Release Prepayment and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expensesDSCR Satisfaction Prepayment, as provided in the preceding sentence) if any, delivered in connection with the release of an Individual Property or Release Borrower. shall be applied by Lender agrees in accordance with Section 2.3 hereof on the day that it shall provide a written consent to the transfer upon satisfaction Borrower satisfies all of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently with Provided no Event of Default has occurred and is continuing, Borrower may (i) cause Mortgage Borrower to obtain the release of an Individual Property from the Lien of the Mortgage Security Instrument thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement and (a “Release” and such Individual Property, a “Release Property”), Borrower may ii) obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release such Individual Property (other than those expressly stated to survive)) on any Business Day not falling within a Release Lock-Out Period, but only upon the satisfaction of each of the following conditions: (a) No Event Borrower shall provide Lender with at least twenty (20) Business Days but no more than ninety (90) days prior written notice of Default shall have occurred and be continuing (unless, in the case of its request to obtain a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) . Notwithstanding the foregoing, Borrower shall submit be permitted the right to Collateral Agentrescind and revoke or postpone such notice, not less than ten (10) Business Days prior provided that Borrower pays all Breakage Costs and all of Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of Borrower’s notice of its request to the date of such release, obtain a release of Lien an Individual Property and Borrower’s failure to prepay all or any portion of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties); (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens unpaid principal balance of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0Note; (i) The Borrower shall have delivered evidence satisfactory to Lender that Mortgage Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mortgage Loan Agreement with respect to a release of the Security Instrument corresponding to the release requested pursuant to this Section 2.5.1 and Mortgage Lender has delivered (or is simultaneously delivering) such release to Mortgage Borrower; (ii) Mezzanine A Borrower shall have delivered satisfactory evidence to Mezzanine A Lender that Mezzanine A Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine A Loan Agreement with respect to a release of Mezzanine A Borrower’s obligations under the Mezzanine A Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and Mezzanine A Lender has delivered (or is simultaneously delivering) such release to Mezzanine A Borrower, (iii) Mezzanine C Borrower shall be conveyed have delivered satisfactory evidence to Mezzanine C Lender that Mezzanine C Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine C Loan Agreement with respect to a Person other than a Mortgage Borrower or release of Mezzanine C Borrower, ’s obligations under the Mezzanine C Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan Mezzanine C Lender has delivered (or repaying is simultaneously delivering) such release to Mezzanine C Borrower; (iv) Mezzanine D Borrower shall have delivered satisfactory evidence to Mezzanine D Lender that Mezzanine D Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine D Loan Agreement with equity contributions respect to a release of Mezzanine D Borrower’s obligations under the Mezzanine D Loan Documents with respect to the Individual Property to be released pursuant to this Section 2.5.1 and Mezzanine D Lender has delivered (or is simultaneously delivering) such Affiliate) release to Mezzanine D Borrower; and (iiv) it is such AffiliateMezzanine E Borrower shall have delivered satisfactory evidence to Mezzanine E Lender that Mezzanine E Borrower has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine E Loan Agreement with respect to a release of Mezzanine E Borrower’s immediate intention obligations under the Mezzanine E Loan Documents with respect to materially redevelop such the Individual Property, which loan Property to be released pursuant to this Section 2.5.1 and Mezzanine E Lender has delivered (or equity contributionis simultaneously delivering) and intention shall be described in reasonable detail and represented such release to in an Officer’s Certificate submitted to Lender concurrently with Mezzanine E Borrower. (or prior toc) the materials described in clause (b) of this Section 2.5.1Intentionally deleted; (ed) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents Section 2.3.1 hereof in connection with a partial prepaymentsuch prepayment (collectively, the “Property Release Prepayment”); (e) Intentionally deleted; (f) After giving effect to such release, Lender shall have received evidence thatdetermined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to: (i) if, contemporaneously after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid twenty percent (20%) or less of the maximum principal balance of the Loan in connection with the conveyance release of an Individual Property in compliance with the provisions Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the Operating Lease for Debt Service Coverage Ratio as of August 8, 2007 or (ii) if, after giving effect to the proposed release of such Individual Property, Borrower shall have prepaid more than twenty percent (20%) of the maximum principal balance of the Loan in connection with the release of Properties and/or Out-Parcels pursuant to Section 2.5 hereof, the greater of (A) the Debt Service Coverage Ratio as of August 8, 2007 and (B) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) ending on the last day of the Monthly Reporting Period preceding the release of the Individual Property (the “DSCR Release Test”). Notwithstanding the foregoing, the DSCR Release Test shall be terminated deemed satisfied provided that the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine C Loan, the Mezzanine D Loan and cancelled the Mezzanine E Loan have each been prepaid (or an amount has been delivered to Lender, Mortgage Lender, Mezzanine A Lender, Mezzanine C Lender, Mezzanine D Lender and such termination Mezzanine E Lender to be applied towards the prepayment of the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine C Loan, the Mezzanine D Loan and cancellation shall be permitted hereunder and under the other Mezzanine E Loan pursuant to the terms of the Loan Documents, the Mortgage Loan Documents, the Mezzanine A Loan Documents, the Mezzanine C Loan Documents, the Mezzanine D Loan Documents and the Mezzanine E Loan Documents) in an aggregate amount equal to the DSCR Release Payment, with Lender receiving, in addition to the sums required to be delivered to Lender pursuant to Section 2.5.1(d) hereof, a portion of the DSCR Release Payment equal to the Pro-Rata DSCR Prepayment, together with all other sums due under Section 2.3.1 hereof in connection with such prepayment (collectively, the “DSCR Satisfaction Prepayment”); (g) Lender shall have received evidence that the Individual Property to be released shall be conveyed (i) to a bona fide, independent third party not affiliated with Borrower pursuant to an arms-length transaction or (ii) with Lender’s prior written consent (such consent not to be unreasonably withheld), to an affiliate of Borrower (other than Principal, Mortgage Borrower, Mortgage Principal, Mezzanine A Borrower, Mezzanine A Principal, Mezzanine C Borrower, Mezzanine C Principal, Mezzanine D Borrower, Mezzanine D Principal, Mezzanine E Borrower or Mezzanine E Principal) pursuant to a contract that is commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (h) In the transfer event that the Individual Property to be released is a Penn Traffic Property, Borrower shall have either (i) caused Mortgage Borrower to previously obtain (or shall cause Mortgage Borrower to simultaneously obtain with the release of such Individual Property) the release of all the Penn Traffic Properties from the lender under Lien of the applicable Security Instruments pursuant to Section 2.5.1 of the Mortgage Loan Agreement and each Borrower has satisfied (or is simultaneously satisfying) obtaining the release of the Other Mezzanine Loans Borrower’s obligations with respect to such Penn Traffic Properties pursuant to this Section 2.5.1 or receipt by Lender of other evidence satisfactory (ii) delivered to Lender that all conditions imposed under a fully executed amendment to the Penn Traffic Lease which provides for the removal of such Individual Property from the premises demised to Penn Traffic pursuant to the terms of the Mortgage Loan Penn Traffic Lease and each a reduction of the Other Mezzanine Loans rent due thereunder (which reduction shall have been complied with by in no event be greater than the borrower thereunder or otherwise waived by portion of the applicable lender; andrent allocated to such Individual Property pursuant to the terms of the Penn Traffic Lease). (hi) Collateral Agent Lender shall have received payment of all Collateral Agent’s its reasonable out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Borrower’s obligations with respect to such Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewithProperty. Each of Lender Property Release Prepayment and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expensesDSCR Satisfaction Prepayment, as provided in the preceding sentence) if any, delivered in connection with the release of an Individual Property or Release Borrower. shall be applied by Lender agrees in accordance with Section 2.3 hereof on the day that it shall provide a written consent to the transfer upon satisfaction Borrower satisfies all of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

Release of Individual Property. Concurrently If Borrower has elected to prepay a portion of the Loan and the requirements of Section 2.4.1 hereof have been satisfied, Lender’s prior written consent shall not be required with respect to the release of an any Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to in accordance with Section 2.5.1 2.5 of the Mortgage Loan Agreement (a “Release” and such Individual PropertyAgreement, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of provided that each of the following conditionsconditions is satisfied: (a) No Event of Default or Mortgage Loan Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property)continuing; (b) Mortgage Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior have satisfied all of the conditions to the date of such release, a proposed release of Lien of set forth in the Pledge Agreement (and related Mortgage Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties)Agreement; (c) Lender receives written notice thereof at least fifteen (15) days before the date of the proposed release; (d) Lender shall have received (i) Borrower’s voluntary prepayment of the Loan in accordance with Section 2.4.1 hereof in an amount equal to the Adjusted Release Amount applicable to such Individual Property, which Adjusted Release Amount shall be applied to the outstanding principal amount of the Loan, (ii) payment of any reasonable expenses incurred by Lender in connection with such release (including, without limitation, reasonable attorneys’ fees) and any other amounts then due and owing to Lender pursuant to this Agreement and the other Loan Documents and (iii) the Prepayment Premium then due in connection with such release, if any; and (e) After giving effect to such releaserelease (including the amount prepaid pursuant to Section 2.5.2(a) of the Mortgage Loan Agreement), the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or the greater than the greatest of (i) 1.20 to 1.0, and (ii) the Debt Service Coverage Ratio for all of the Properties securing the Mortgage Loan or indirectly securing the Loan immediately prior to such release (including any Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens Property. All calculations of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0; (i) The Individual Property to be released shall be conveyed subject to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt verification by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and (h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan AgreementLender.

Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property); (b) Borrower shall submit to Collateral AgentLender, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral AgentLender. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as the releasing secured parties)lender; (c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans made by Borrower in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21))Closing Date, and (iii) 1.0; (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1; (e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, (ii) the Spread Maintenance Premium, if applicable and (iiiii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents); (g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans (and, if any, a Permitted Mezzanine Loan) or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and Loan, each of the Other Mezzanine Loans and Permitted Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender, including the simultaneous pro rata prepayment of each Mortgage Loan, the Other Mezzanine Loans and Permitted Mezzanine Loan if required thereunder; and (hg) Collateral Agent Lender shall have received payment of all Collateral AgentLender’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower. Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (e) and clause (g) of this Section 2.5.1. Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.