Common use of Partial Release Clause in Contracts

Partial Release. At any time before the Indebtedness is paid in full, Borrower shall have the right to request a Release ("Release") of not more than two of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by the Mortgage and all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfied: (a) the Release is the result of a sale of the Building(s); (b) Borrower delivers to Lender, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydown.

Partial Release. At any time before the Indebtedness is paid in full(i) Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the right at any time to request obtain the release (a Release ("“Partial Release"”) of not one or more than two of the four buildings comprising the PremisesIndividual Properties (each, including related land and parking areas, a “Released Property”) from the lien secured of the applicable Security Instrument and the release of Borrower’s obligations under the Loan Documents with respect to such Released Property (other than those expressly stated to survive), upon the satisfaction of the following conditions precedent: (A) Borrower shall provide Lender not less than ten (10) days’ (or a shorter period of time if permitted by Lender in its sole discretion) prior written notice specifying a date (the Mortgage “Partial Release Date”) on which the Partial Release is expected to occur (the date of ▇▇▇▇▇▇’s receipt of such notice shall be referred to herein as the “Partial Release Notice Date”), which such notice may be amended or revoked by Borrower upon five (5) Business Days’ prior written notice to ▇▇▇▇▇▇ provided that Borrower reimburses Lender for all actual out-of-pocket costs and expenses incurred by ▇▇▇▇▇▇ in reliance on such notice, including, without limitation, reasonable attorneys’ fees; (B) unless otherwise agreed to in writing by ▇▇▇▇▇▇, Borrower shall pay to Lender (1) (A) a partial prepayment of the Debt in accordance with Section 2.7 hereof in an amount equal to the aggregate Release Price for each Released Property and (B) if prior to the Spread Maintenance End Date, the applicable Spread Maintenance Premium due hereunder in connection therewith (subject to Section 2.7(b) hereof); (2) all other sums, if any, then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the applicable Partial Release Date; (3) all escrow, closing, recording, legal, appraisal, and other fees, costs and expenses paid or incurred by Lender or its agents in connection with such Partial Release and the "Release Parcel")release of the lien of the applicable Security Instrument on each Released Property; provided and (4) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the following terms and conditions are satisfied: (a) the Release is the result of a sale of each Released Property and/or the Building(s)Partial Release; (bC) Borrower delivers shall submit to Lender, no later not less than forty-five ten (4510) days prior to the estimated date Partial Release Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of lien (and related Loan Documents) (or assignment of lien) for execution by ▇▇▇▇▇▇. Such release or assignment shall be in a form appropriate in the jurisdiction in which the applicable Individual Property is located and shall contain standard provisions protecting the rights of the proposed Releasereleasing lender. In addition, written Notice of Borrower's intent Borrower shall provide all other documentation Lender reasonably requires to consummate the Release; along be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (1) is in compliance with all Legal Requirements, (2) will effect such release in accordance with the identity terms of this Agreement and (3) will not impair or otherwise adversely affect the proposed transferee liens, security interests and other rights of Lender under the Loan Documents not being released (which must be an Entity other than Borroweror as to the parties to the Loan Documents and Individual Properties subject to the Loan Documents not being released); (cD) intentionally omitted; (E) intentionally omitted; (F) intentionally omitted; (G) Borrower shall prepay a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay deliver to Lender as yield maintenance protection, an Officer’s Certificate certifying that the Prepayment Premium, if applicableapplicable requirements set forth in this Section 2.8(a)(i) have been satisfied; (dH) Borrower timely furnishes to Lender an updated as-built survey as of each of the remaining portion Partial Release Notice Date and the date of consummation of the Premises as security for Partial Release, after giving effect to the Loan and release of the Improvements thereon lien of the Security Instrument(s) encumbering the Individual Property or Individual Properties proposed by Borrower to be released, the Debt Yield with respect to the remaining Properties shall be at least the greater of (the "Remaining Premises"x) that (i) is in form and substance reasonably acceptable to Lender, 13.0% and (iiy) is acceptable Debt Yield immediately prior to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to consummation of such Release; Partial Release (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lenderas applicable); (hI) If applicableany Released Property shall either (x) be conveyed pursuant to an Affiliate Sale or (y) be conveyed to a bona fide third party purchaser unaffiliated with Borrower, Sponsor or Guarantor; (J) Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released deliver such other certificates, opinions, documents and instruments as Lender may reasonably request. (ii) the reciprocal easement agreement referred If ▇▇▇▇▇▇▇▇ has elected to in (i) below; (i) The execution and recording make a Partial Release of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises one or more Individual Properties and the Release Parcel share parking and accessapplicable requirements of Section 2.8(a)(i) have been satisfied, if necessary and not addressed by existing documents; (j) The Lease(s) each such Released Property shall continue separate and independent be released from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance lien of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, applicable Security Instrument. Borrower shall pay all costscosts and expenses, fees not to exceed $5,000 per release, and expenses all taxes associated with the Releaserelease of the lien of the applicable Security Instrument, including without limitation, Lender's and ▇▇▇▇▇▇’s reasonable attorney's fees and costs; and (q) out of pocket attorneys’ fees. Borrower shall execute an amendment cause title to each such Released Property so released from the Loan Documents evidencing the change in the description lien of the Premises applicable Security Instrument to be transferred to and the amount held by a Person other than Borrower. Except as set forth in this Article 2, no repayment, prepayment of Monthly Payment as a result all or any portion of the Release and Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of any paydownSecurity Instrument from any Individual Property.

Partial Release. At any time before the Indebtedness is paid in fullProvided no Event of Default exists, Borrower shall have be permitted (in up to two (2) separate transactions) to obtain a release of one or more Individual Properties comprising in the right aggregate up to request a Release ten percent ("Release"10%) of not more than two of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by the Mortgage and all other Loan Documents total outstanding Principal Indebtedness (the "Release Parcel"); provided a “Partial Release”) upon the following terms conditions, which conditions shall be determined by Lender in its sole and conditions are satisfiedabsolute discretion, unless otherwise specified below: (a) not less than thirty (30) days prior to the Release is the result of a sale date of the Building(s)Partial Release, Borrower shall deliver to Lender a notice setting forth (i) the date of the Partial Release and (ii) the name of the proposed Transferee; (b) Borrower delivers to Lender, no later than forty-five (45) days prior to the estimated date prepayment of the proposed Release, written Notice Loan by Borrower of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty fifteen percent (120115%) of an amount attributable to the portion of Allocated Loan Amount for each Individual Property being released, together with the Loan tied to the Release Parcel as reasonably determined by Lender based applicable Yield Maintenance Premium on the relative values of amount so prepaid; (c) the buildings, and shall, in addition, pay payment by Borrower to Lender as yield maintenance protection, the Prepayment Premium, if applicableof an administrative fee equal to $15,000 per Individual Property being released; (d) Borrower timely furnishes the loan to Lender an updated as-built survey value ratio following the Partial Release shall be no greater than the lesser of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form sixty-three and substance reasonably acceptable to Lender, 70/100 percent (63.7%) and (ii) is acceptable the loan to value ratio (inclusive of the title insurance company. The Remaining Premises shall Individual Property to be reasonably acceptable to Lender and shall maintain its original access to public roads it had released) prior to such Partial Release, as determined by Lender in its reasonable discretion; provided that Borrower shall be permitted to prepay the Loan in part, subject to the applicable Yield Maintenance Premium based on such prepaid amount, in order to satisfy the requirement set forth in clause this clause (d); (e) Borrower timely furnishes the In Place Debt Service Coverage Ratio following the Partial Release shall be no less than the greater of (i) 2.24 to Lender an endorsement updating 1.0 and (ii) the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount In Place Debt Service Coverage Ratio (inclusive of the remaining principal balance of Individual Property to be released) prior to such Partial Release, as determined by Lender in its reasonable discretion; provided that Borrower shall be permitted to prepay the Loan from an issuer and in form and substance reasonably acceptable part, subject to Lender insuring the continued first lien priority of applicable Yield Maintenance Premium based on such prepaid amount, in order to satisfy the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lenderrequirement set forth in clause this clause (e); (f) Borrower timely furnishes to Lender evidence that following the Remaining Premises is one or more complete lots Partial Release, the weighted average lease term and continues to satisfy all credit profile of the applicable building ordinancesremaining Property shall be similar to or better than that which existed prior to such Partial Release, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premisesas determined by Lender in its reasonable discretion; (g) the payment by Borrower timely furnishes to Lender evidence that of all of Lender’s reasonable costs and expenses associated with the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Partial Release, including but not limited to, Lender)’s reasonable out-of-pocket legal fees and third party report fees; (h) If applicableall appraisals obtained with respect to the Partial Release and other documentation evidencing the Partial Release shall be acceptable to Lender in its reasonable discretion; and (i) Plymouth Industrial REIT, Borrower Inc. shall furnish evidence that SanDisk has consented remain the general partner of Plymouth Industrial OP, LP and shall continue to Control Borrower. Following any Partial Release in accordance with this Article 14, (i) the Principal Indebtedness shall be reduced by the sum of (1) the Allocated Loan Amount of the Individual Property released and (2) the Excess Release Parcel being released Fee and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution scheduled monthly principal and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year interest payments shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio recalculated based on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydownsuch reduced Principal Indebtedness.

Partial Release. At any time before (a) Upon not less than thirty (30) days’ prior written notice from ▇▇▇▇▇▇▇▇, Lender shall release (the Indebtedness is paid in full, Borrower shall have the right to request a Release ("“Partial Release"”) of not more than two of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by of this Instrument that portion of the Mortgage Property known as the “North Block” and all other Loan Documents more particularly described in Exhibit D attached hereto (the "“Release Parcel"”), provided that (i) at the time such request is made and at the time of the Partial Release, there is no Event of Default under the Documents; provided (ii) Borrower pays to Lender at the following terms and conditions are satisfied: time of the release an amount equal to the sum of (a) the Release is the result of a sale of the Building(s); (b) Borrower delivers an amount equal to Lender, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion 28.8% of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent Loan at that time (120%the “North Parcel Allocated Loan Amount”) of an amount attributable plus (b) the Prepayment Premium applicable to the portion North Parcel Allocated Loan Amount; plus (c) all accrued interest with respect to the North Parcel Allocated Loan Amount, (iii) Borrower delivers to Lender, at Borrower’s sole cost, such title insurance coverage as Lender may deem reasonably necessary to insure that this Instrument remains a valid first lien against the remainder of the Property (the “Remaining Property”), with access to all of the public sidewalks surrounding the Remaining Property and with access at the same access points as exist on the date hereof to the publicly dedicated streets of North Garfield Street and North Highland Street, subject only to such exceptions to title as were evidenced in the title policy insuring this Instrument, current taxes due but not yet payable, such exceptions approved in writing by Lender after the date hereof, and such other exceptions as may be approved by ▇▇▇▇▇▇, in its sole discretion; (iv) Lender shall have received evidence satisfactory to it that the Debt Service Coverage Ratio (using the Debt Service Coverage Ratio and NOI definitions contained in Section 5.02) is at least 1.60 to 1.00 for the preceding twelve (12) month period and ▇▇▇▇▇▇ receives satisfactory evidence that this Debt Service Coverage Ratio will be maintained for the next succeeding twelve (12) months with respect to the Remaining Property; (v) the Loan to Value Ratio (as defined in Section 5.02) of the Loan tied (after the payment of the North Parcel Allocated Loan Prudential Loan No. 706108495 Clarendon Center/Deed of Trust Amount) to the Remaining Property shall not exceed fifty-five percent (55%); (vi) Lender shall have received satisfactory evidence that both the Release Parcel and the Remaining Property shall be in compliance with all applicable laws, ordinances, rules and regulations, including, but not limited to, lot split and platting requirements, building codes, subdivision, zoning, and land use laws; (vii) Lender shall have received satisfactory evidence that both the Release Parcel and the Remaining Property will constitute separate real estate tax parcels, and accordingly each will be separately taxed and assessed; (viii) any space lease applicable to the Release Parcel as reasonably determined by Lender based shall be separate from all space leases applicable to the Remaining Property and any lease on the relative values Remaining Property shall not be dependent on or tied in any way to any space lease on the Release Parcel; (ix) Borrower shall pay, at the time of the buildingsrequest for the Partial Release, a servicing fee of $10,000 and shallLender’s legal fees and disbursements and expenses incurred in connection with the request for the Partial Release whether or not the request for the Partial Release is granted by ▇▇▇▇▇▇; (x) Lender shall have determined, in additionits sole discretion, pay to Lender as yield maintenance protection, that the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey Remaining Property will have all of the remaining portion underground parking below the Remaining Property (which is comprised of 460 spaces) and no other property or property owner shall be granted an easement to use any of such 460 parking spaces under the Premises as security Remaining Property except for the Loan and the Improvements thereon an easement (the "Remaining Premises") that (i) is in form and substance reasonably acceptable satisfactory to Lender, ) for use by the public and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount customers of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases retail tenants on the Release Parcel, there will be no reduction ; (xi) Lender shall have received evidence satisfactory to Lender that all necessary Tenant approvals (if any) have been obtained in connection with the rentals Partial Release; (xii) Borrower and any guarantor shall reaffirm their respective obligations under the Lease(sDocuments; (xiii) on the Remaining PremisesPartial Release shall not affect any obligations of Borrower or any guarantor under the Documents, except that the monthly principal and lessees interest payment amount due under Section 1(b) of the Note shall be adjusted in accordance with the provisions of Paragraph 1(e) of the Note; (xiv) Borrower shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to created easements for utilities, signage, drainage, parking, ingress and egress and other appropriate purposes in, on and over the Release Parcel. The debt yield utilizing Parcel for the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal benefit of the Remaining Premises Property to the extent required by Lender and such easements shall be insured as appurtenances in Lender’s title insurance policy via appropriate endorsements; and (prepared by xv) Lender shall receive an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% updated survey and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use legal descriptions of the Release Parcel and the Remaining Property. Notwithstanding anything contained herein to the contrary, if after payment of the North Parcel Allocated Loan Amount the financial tests set forth in clauses (iv) and (v) above would not be satisfied, then Borrower shall have the right to increase the North Parcel Allocated Loan Amount to the amount that would need to be repaid in order to cause the conditions set forth in clauses (iv) and (v) to be satisfied. (b) This Section 5.03 shall be personal to the original Borrower under the Loan, and no transferee (including, but not limited to a transferee pursuant to Section 5.02) shall have any rights under this Section 5.03. (c) In the event there is Damage to only the Release Parcel or a Taking involving only the Release Parcel, and Lender elects, pursuant to Section 3.07(b) or 3.08(c), to apply the insurance proceeds or the Award to payment of the Obligations (the “Application Election”), then Borrower may elect, by written notice to Lender within 10 days after Borrower has been given notice of the Application Election by ▇▇▇▇▇▇, to obtain the Partial Release so long as Borrower complies with all the requirements of Section 5.03(a) above. In such event Borrower will not violate be entitled to a credit against the payment of the North Parcel Allocated Loan Amount equal to the net payment received by Lender pursuant to Section 3.07(b)(iii)(2)(A) or Section 3.08(c)(2)(A) (the “Paydown Credit”). No Prepayment Premium will be due in connection with the Paydown Credit, but Borrower will be required to pay a Prepayment Premium on the difference between the North Parcel Allocated Loan Amount and the Paydown Credit. (d) Notwithstanding the provisions of Section 3.05(d) above, ▇▇▇▇▇▇ agrees to consider in good faith requests from Borrower for ▇▇▇▇▇▇’s consent to any REA pertaining to easements over the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 Property for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result benefit of the Release and any paydown.Parcel in connection with the Partial Release. Prudential Loan No. 706108495 Clarendon Center/Deed of Trust

Partial Release. At any time before Provided no Event of Default shall have occurred and be continuing (other than a non-monetary Event of Default that affects or is otherwise related solely to the Indebtedness is paid in fullAtrium Parcel and which Event of Default will no longer continue to exist upon such release of the Atrium Parcel), Borrower shall have the right at any time prior to request a Release the Maturity Date permit Mortgage Borrower to obtain the release ("the “Partial Release"”) of not more than two of the four buildings comprising the Premises, including related land and parking areas, Atrium Parcel from the lien secured by of the Security Instrument thereon (and related Mortgage and all other Loan Documents (Documents), upon the "Release Parcel"); provided satisfaction of each of the following terms and conditions are satisfiedprecedent: (ai) Lender shall have received at least fifteen (15) Business Days (or a shorter period of time if permitted by Lender in its sole discretion) prior written notice requesting the Release is the result of a sale release of the Building(s)Atrium Parcel; (bii) Borrower delivers to Lendershall, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along in accordance with the identity provisions of Section 2.7(a) above, prepay the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid principal balance of the Note Loan in an amount equal to one hundred twenty percent the Release Price (120%including, without limitation, any Prepayment Premium applicable thereto); (iii) Borrower shall provide all other documentation in connection with such release as may be reasonably requested by Lender, together with an Officer’s Certificate certifying that such documentation is in compliance with all applicable Legal Requirements; (iv) Borrower shall have delivered evidence that would be reasonably satisfactory to Lender that, immediately after giving effect to the release of an amount attributable to the Atrium Parcel, the portion of the Loan tied Property remaining encumbered by the Security Instrument (the “Remaining Property”) shall (A) not, as a result of such release, fail to comply in all material respects with all applicable Legal Requirements, including, without limitation, all applicable zoning and building laws, rules, ordinances and regulations, (B) be legally subdivided and (C) constitute one or more separate tax lots; provided, however, notwithstanding the foregoing or anything to the Release Parcel as reasonably determined by contrary in this Agreement, Lender based on shall be deemed to have approved the relative values requirements of this subclause (iv) if Mortgage Lender approves the requirements set forth in Section 2.10(iv) of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicableMortgage Loan Agreement; (dv) Borrower timely furnishes shall have delivered evidence reasonably satisfactory to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon that Mortgage Borrower has entered into a reciprocal easement agreement (the "Remaining Premises") that (i) is in form and substance reasonably acceptable satisfactory to Lender) with the owner of the Atrium Parcel (the “Atrium REA”), which Atrium REA shall provide for easements, cross-easements and mutual or non-exclusive easements for ingress, egress, access, pedestrian walkways, parking, traffic flow, drainage, utilities and services shared by the Atrium Parcel and the Remaining Property, in each case, as deemed reasonably necessary by Lender; provided that Lender shall reasonably approve the Atrium REA upon satisfaction of certain conditions to be mutually agreed upon by Lender and Borrower in good faith. (iivi) Borrower shall provide Lender with an endorsement (to the extent such endorsement is acceptable available under the applicable Legal Requirements) to the Owner’s Title Policy relating to the Remaining Property that adds easements benefitting the Remaining Property created in connection with the release of the Atrium Parcel (including any easements granted under Section 2.10(v) above) to the description of the insured estate (which endorsement shall be issued by the title insurance companycompany that issued the Title Insurance Policy). The Remaining Premises Borrower shall be reasonably acceptable cause Mortgage Borrower to provide Mortgage Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender with an endorsement updating (to the extent such endorsement is available under the applicable Legal Requirements) to the Title Insurance Policy orrelating to the Remaining Property (which endorsement shall be issued by the title insurance company that issued the Title Insurance Policy): (i) confirming, in each case as of the effective date of the release of the Atrium Parcel, no change in the priority of the Security Instrument on the Remaining Property and insuring that there are no liens, mortgages, deeds of trust or other security instruments, as the case may be, not otherwise permitted by the Loan Documents, encumbering the Remaining Property, (ii) if an endorsement not already part of the insured estate in the Title Insurance Policy (and such estate is not availablebeing released), a new ALTA standard loan title policy insuring Lender’s interest in any easements benefitting the full amount Remaining Property created in connection with the release of the remaining principal Atrium Parcel (including any easements granted under Section 2.10(v) above), (iii) [reserved], and (iv) insuring that the balance of the Loan from an issuer Remaining Property (excluding the Atrium Parcel) constitutes separate tax lots and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lenderhas been legally subdivided; (fvii) Borrower timely furnishes shall have delivered to Lender evidence that would be reasonably satisfactory to Lender that the release of the Atrium Parcel will not violate any term or provision of any Lease in effect at the Remaining Premises is one or more complete lots and continues to satisfy all Property at the time of the applicable building ordinancesrelease of the Atrium Parcel, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations which evidence may take the form of all governmental bodies having jurisdiction over a certification from Borrower contained in the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to Officer’s Certificate referenced in (iSection 2.10(xiii) below; (iviii) The execution To the extent such survey is not delivered in connection with the closing of the Loan, Borrower shall have delivered, or caused to be delivered, a survey of the Atrium Parcel and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises Property, which survey shall include a legal description of the Atrium Parcel and the Release Parcel share parking Remaining Property and accessshall otherwise be in such form as would be reasonably satisfactory to Lender; provided, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on however, notwithstanding the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses foregoing or anything to the leases or right of offset against contrary in this Agreement, Lender shall be deemed to have approved the rentals payable thereunder by reason of any default or act of lessor survey required to be delivered under the leases relating this subclause (viii) if (a) Mortgage Lender approves such survey pursuant to the Release Parcel. The debt yield utilizing the then outstanding balance Section 2.10(viii) of the Mortgage Loan Agreement and the annual net operating income from Lease(s(b) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises such survey is not more than 55% and is otherwise reasonably acceptable certified to Lender; (lix) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by LenderIntentionally omitted; (mx) The proposed use As of the Release Parcel will not violate date of consummation of the provisions of any REA pertaining Partial Release, after giving effect to the Remaining Premisesrelease of the Atrium Parcel from the lien of the Security Instrument, the LTV with respect to the remaining Property shall be no greater than the LTV as of the Closing Date (i.e., 74.8%); (n) No default then exists under the Loan Documents; (oxi) Borrower shall pay have (or shall have caused to be) paid or reimbursed Lender a processing fee for all out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the release of $20,000 for the Release; (p) Whether or not the Release actually occurs, Atrium Parcel. Borrower shall pay all costsrecording charges, fees and filing fees, taxes or other expenses associated with the Release(including, including without limitation, Lender's reasonable attorney's fees mortgage and costs; andintangibles taxes and documentary stamp taxes) payable in connection with the release of the Atrium Parcel. Borrower shall have paid all costs and expenses of the Rating Agencies incurred in connection with the release of the Atrium Parcel; (qxii) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydown.Intentionally omitted;

Partial Release. At any time before Provided no Event of Default shall have occurred and be continuing (other than a non-monetary Event of Default that affects or is otherwise related solely to the Indebtedness is paid in fullAtrium Parcel and which Event of Default will no longer continue to exist upon such release of the Atrium Parcel), Borrower shall have the right at any time prior to request a Release the Maturity Date permit Mortgage Borrower to obtain the release ("the “Partial Release"”) of not more than two of the four buildings comprising the Premises, including related land and parking areas, Atrium Parcel from the lien secured by of the Security Instrument thereon (and related Mortgage and all other Loan Documents (Documents), upon the "Release Parcel"); provided satisfaction of each of the following terms and conditions are satisfiedprecedent: (ai) Lender shall have received at least fifteen (15) Business Days (or a shorter period of time if permitted by Lender in its sole discretion) prior written notice requesting the Release is the result of a sale release of the Building(s)Atrium Parcel; (bii) Borrower delivers to Lendershall, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along in accordance with the identity provisions of Section 2.7(a) above, prepay the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid principal balance of the Note Loan in an amount equal to one hundred twenty percent the Release Price (120%including, without limitation, any Prepayment Premium applicable thereto); (iii) Borrower shall provide all other documentation in connection with such release as may be reasonably requested by Lender, together with an Officer’s Certificate certifying that such documentation is in compliance with all applicable Legal Requirements; (iv) Borrower shall have delivered evidence that would be reasonably satisfactory to Lender that, immediately after giving effect to the release of an amount attributable to the Atrium Parcel, the portion of the Loan tied Property remaining encumbered by the Security Instrument (the “Remaining Property”) shall (A) not, as a result of such release, fail to comply in all material respects with all applicable Legal Requirements, including, without limitation, all applicable zoning and building laws, rules, ordinances and regulations, (B) be legally subdivided and (C) constitute one or more separate tax lots; provided, however, notwithstanding the foregoing or anything to the Release Parcel as reasonably determined by contrary in this Agreement, Lender based on shall be deemed to have approved the relative values requirements of this subclause (iv) if Mortgage Lender approves the requirements set forth in Section 2.10(iv) of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicableMortgage Loan Agreement; (dv) Borrower timely furnishes shall have delivered evidence reasonably satisfactory to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon that Mortgage Borrower has entered into a reciprocal easement agreement (the "Remaining Premises") that (i) is in form and substance reasonably acceptable satisfactory to Lender) with the owner of the Atrium Parcel (the “Atrium REA”), which Atrium REA shall provide for easements, cross-easements and mutual or non-exclusive easements for ingress, egress, access, pedestrian walkways, parking, traffic flow, drainage, utilities and services shared by the Atrium Parcel and the Remaining Property, in each case, as deemed reasonably necessary by Lender; provided that Lender shall reasonably approve the Atrium REA upon satisfaction of certain conditions to be mutually agreed upon by Lender and Borrower in good faith. (iivi) Borrower shall provide Lender with an endorsement (to the extent such endorsement is acceptable available under the applicable Legal Requirements) to the Owner’s Title Policy relating to the Remaining Property that adds easements benefitting the Remaining Property created in connection with the release of the Atrium Parcel (including any easements granted under Section 2.10(v) above) to the description of the insured estate (which endorsement shall be issued by the title insurance companycompany that issued the Title Insurance Policy). The Remaining Premises Borrower shall be reasonably acceptable cause Mortgage Borrower to provide Mortgage Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender with an endorsement updating (to the extent such endorsement is available under the applicable Legal Requirements) to the Title Insurance Policy orrelating to the Remaining Property (which endorsement shall be issued by the title insurance company that issued the Title Insurance Policy): (i) confirming, in each case as of the effective date of the release of the Atrium Parcel, no change in the priority of the Security Instrument on the Remaining Property and insuring that there are no liens, mortgages, deeds of trust or other security instruments, as the case may be, not otherwise permitted by the Loan Documents, encumbering the Remaining Property, (ii) if an endorsement not already part of the insured estate in the Title Insurance Policy (and such estate is not availablebeing released), a new ALTA standard loan title policy insuring Lender’s interest in any easements benefitting the full amount Remaining Property created in connection with the release of the remaining principal Atrium Parcel (including any easements granted under Section 2.10(v) above), (iii) [reserved], and (iv) insuring that the balance of the Loan from an issuer Remaining Property (excluding the Atrium Parcel) constitutes separate tax lots and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lenderhas been legally subdivided; (fvii) Borrower timely furnishes shall have delivered to Lender evidence that would be reasonably satisfactory to Lender that the release of the Atrium Parcel will not violate any term or provision of any Lease in effect at the Remaining Premises is one or more complete lots and continues to satisfy all Property at the time of the applicable building ordinancesrelease of the Atrium Parcel, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations which evidence may take the form of all governmental bodies having jurisdiction over a certification from Borrower contained in the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to Officer’s Certificate referenced in (iSection 2.10(xiii) below; (iviii) The execution To the extent such survey is not delivered in connection with the closing of the Loan, Borrower shall have delivered, or caused to be delivered, a survey of the Atrium Parcel and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises Property, which survey shall include a legal description of the Atrium Parcel and the Release Parcel share parking Remaining Property and accessshall otherwise be in such form as would be reasonably satisfactory to Lender; provided, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on however, notwithstanding the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses foregoing or anything to the leases or right of offset against contrary in this Agreement, Lender shall be deemed to have approved the rentals payable thereunder by reason of any default or act of lessor survey required to be delivered under the leases relating this subclause (viii) if (a) Mortgage Lender approves such survey pursuant to the Release Parcel. The debt yield utilizing the then outstanding balance Section 2.10(viii) of the Mortgage Loan Agreement and the annual net operating income from Lease(s(b) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises such survey is not more than 55% and is otherwise reasonably acceptable certified to Lender; (lix) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by LenderIntentionally omitted; (mx) The proposed use As of the Release Parcel will not violate date of consummation of the provisions of any REA pertaining Partial Release, after giving effect to the Remaining Premisesrelease of the Atrium Parcel from the lien of the Security Instrument, the LTV with respect to the remaining Property shall be no greater than the LTV as of the Closing Date (i.e., 74.627%); (n) No default then exists under the Loan Documents; (oxi) Borrower shall pay have (or shall have caused to be) paid or reimbursed Lender a processing fee for all out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the release of $20,000 for the Release; (p) Whether or not the Release actually occurs, Atrium Parcel. Borrower shall pay all costsrecording charges, fees and filing fees, taxes or other expenses associated with the Release(including, including without limitation, Lender's reasonable attorney's fees mortgage and costs; andintangibles taxes and documentary stamp taxes) payable in connection with the release of the Atrium Parcel. Borrower shall have paid all costs and expenses of the Rating Agencies incurred in connection with the release of the Atrium Parcel; (qxii) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydown.Intentionally omitted;

Partial Release. At any time before Provided (1) no Event of Default shall have occurred and be continuing and (2) the Indebtedness is paid in fullPartial Release Condition shall be satisfied, Borrower shall have the right at any time prior to request a Release the Maturity Date to obtain the release ("the “Partial Release"”) of not more than two any of the four buildings comprising Individual Properties (each such Individual Property, the Premises, including related land and parking areas, “Released Property”) from the lien secured by of the Mortgage applicable Security Instrument thereon (and all other related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to such Released Property (other than those expressly stated to survive), upon the "Release Parcel"); provided satisfaction of each of the following terms and conditions are satisfiedprecedent: (a) the Release is the result of a sale Borrower shall provide Lender with thirty (30) days prior written notice of the Building(sproposed Partial Release (the date of Lender’s receipt of such notice shall be referred to herein as a the “Partial Release Notice Date”); (b) Borrower delivers shall submit to Lender, no later not less than forty-five ten (4510) days prior to the estimated date of the proposed such Partial Release, written Notice a release of Borrower's intent lien (and related Loan Documents) for the Released Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which the Released Property is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide all other documentation as may be required to consummate satisfy the Release; along prudent lender standard in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the identity terms of this Agreement, and (iii) will not impair or otherwise adversely affect the proposed transferee liens, security interests and other rights of Lender under the Loan Documents not being released (which must be an Entity other than Borroweror as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (c) The Released Property shall be conveyed to a Person other than Borrower; (d) Borrower shall (A) partially prepay a portion of the unpaid principal balance Debt in accordance with Section 9 of the Note in an amount equal to one hundred twenty percent the greater of (120%i) of an amount attributable to the portion 125% of the Allocated Loan tied to Amount for the Release Parcel as reasonably determined by Lender based on the relative values Released Property; or (ii) 90% of the buildingsproceeds from the sale of the Released Property (the “Release Amount”), and shall, in addition(B) unless such prepayment is tendered on a Payment Date, pay to Lender as yield maintenance protection, an amount equal to the Prepayment Premium, if applicable; interest that would have accrued on the amount being prepaid for the full Accrual Period had the prepayment not been made and (dC) Borrower timely furnishes pay to Lender an updated as-built survey of the remaining applicable Yield Maintenance Amount to the extent that such prepayment occurs at any time other than during the Open Prepayment Period. Any portion of the Premises as security for Release Amount applied to the Loan and principal amount of the Improvements thereon (the "Remaining Premises") that Debt in accordance herewith shall be applied (i) is in form and substance reasonably acceptable first, to Lender, reduce the Allocated Loan Amount attributable to the Released Property to zero and (ii) is acceptable second, pro rata to reduce the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such ReleaseAllocated Loan Amounts of each of the other remaining Individual Properties; (e) Borrower timely furnishes to Lender an endorsement updating The Partial Release shall be permitted under REMIC Requirements in effect as of each of (I) the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in Partial Release Notice Date and (II) the full amount consummation of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by LenderPartial Release; (f) Borrower timely furnishes to If required by Lender, Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all shall have received confirmation in writing from each of the applicable building ordinancesRating Agencies to the effect that such release will not result in a downgrade, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations withdrawal or qualification of all governmental bodies having jurisdiction over the Remaining Premises;respective ratings in effect immediately prior to such Partial Release for the Securities issued in connection with the Securitization which are then outstanding; and (g) Borrower timely furnishes shall (A) deliver to Lender evidence that an opinion of counsel acceptable the Release Parcel is separately assessed from Rating Agencies (issued by counsel acceptable to the Remaining Premises or that Rating Agencies) with respect to satisfaction of the separate assessment procedures have been initiated (REMIC Requirements and with evidence of same provided respect to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released such other matters as may be required by Lender and (iiB) the reciprocal easement agreement referred to in (i) below; (i) The execution pay all of Lender’s reasonable costs and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises expenses and the Release Parcel share parking costs and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance expenses of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises Rating Agencies in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated connection with the Partial Release, including including, without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydowncounsel fees.

Partial Release. At any time before the Indebtedness Provided no Event of Default has occurred and is paid in fullcontinuing, Borrower shall have the right to request cause Mortgage Borrower to obtain a Release release ("an “Out-Parcel Release"”) of not more than two of the four buildings comprising the Premises, including related land and parking areas, Out-Parcel from the lien secured by of the Mortgage and all other Loan Documents upon compliance with (the "Release Parcel"); provided or waiver by Lender of) the following terms and conditions are satisfiedconditions: (a) the Release is the result Borrower shall give Lender at least thirty (30) days, but no more than ninety (90) days, prior written notice of a sale of the Building(s)its request to obtain an Out-Parcel Release; (b) Borrower delivers to Lender, no later than fortyshall prepay the loan in accordance with Section 2.3.4 on a pro-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along rata basis with the identity of Mortgage Loan, such that the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid aggregate principal balance of the Note in an amount equal to one hundred twenty Loan and the Mortgage Loan following the Out-Parcel Release is less than seventy-five percent (12075%) of an amount attributable to the portion value of the Loan tied to the Release Parcel remaining Property, as reasonably determined by Lender based on in its reasonable discretion. In connection with any such determination, Lender shall have the relative values of the buildingsright to require Borrower to deliver at Borrower’s own cost, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey appraisal of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is Property in form and substance reasonably acceptable to Lender; (c) The Pro Forma Debt Service Coverage Ratio for the Property following the Out-Parcel Release shall be greater than 1.20:1.00 (after giving effect to any prepayments made pursuant to Section 2.4.1(b) hereof); (d) Borrower shall provide evidence reasonably acceptable to a prudent institutional lender that upon an Out-Parcel Release (i) the balance of the Property shall continue to be subject to the lien of the Mortgage, (ii) ingress and egress to and from the portion of the Property remaining subject to the lien of the Mortgage will not be terminated or restricted as a result of the Out-Parcel Release, (iii) the Out-Parcel Release shall not cause or result in a violation of any of the provisions of any of the Leases, and (iiiv) is acceptable to the title insurance company. The Remaining Premises remaining Property shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Releasein compliance with all applicable Legal Requirements; (e) Borrower timely furnishes to shall provide Lender with an endorsement updating the to Owner’s Title Insurance Policy or, if an endorsement is insuring that the Out-Parcel Release shall not available, a new ALTA standard loan adversely affect or impair the title policy insurance provided in the full amount of the remaining principal balance of the Loan from an issuer Owner’s Title Insurance Policy and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lendereasements referenced in Section 2.4.1(k) hereof; (f) Borrower timely furnishes to shall provide Lender evidence that with such surveys, descriptions, title insurance endorsements, computations of acreage and other information as Lender may in its reasonable discretion require in connection with the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining PremisesOut-Parcel Release; (g) If required by any Legal Requirement, Borrower timely furnishes shall cause Mortgage Borrower to obtain all subdivisions and zoning approvals with respect to the portion of the Property remaining subject to the lien of the Mortgage as may be reasonably required by Lender evidence to ensure that the Release Parcel is separately assessed from parcel being released and the portion of the Property remaining subject to the lien of the Mortgage (the “Remaining Premises or that the separate assessment procedures have been initiated (with evidence Parcel”) shall be independent of same provided to Lender)each other for all building, zoning, subdivision and taxing purposes; (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below[Intentionally Omitted]; (i) The execution and recording of a reciprocal easement agreement Lender shall have received evidence reasonably acceptable satisfactory to Lender that addresses how following the Remaining Premises Out-Parcel Release, the provisions of Section 5.13 shall remain true and the Release Parcel share parking and access, if necessary and not addressed by existing documentscorrect in all material respects; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees Borrower shall have no defenses caused Mortgage Borrower to the leases or right of offset against the rentals payable thereunder by reason of comply with any default or act of lessor under the leases relating requirements applicable to the Release Parcel. The debt yield utilizing the then outstanding balance such release of the Loan Out-Parcel contained in any of the Leases, reciprocal easement agreements, operating agreements, parking agreements or other similar agreements affecting the Property and the annual net operating income from Lease(s) on release does not violate any of the Remaining Premises provisions of such documents in any respect that have remaining terms would result in a termination (or give any other party thereto the right to terminate), or extinguishment or other loss of at least one (1) year shall be at least 12%material rights of Mortgage Borrower or in a material increase in Mortgage Borrower’s obligations under such documents; (k) Borrower timely furnishes shall deliver to Lender copies of each proposed permanent easement, cross easement and mutual or non-exclusive easement for ingress, egress, access, pedestrian walkways, parking, traffic flow, utilities and services being shared by the portion of the property being released and the portion of the Property remaining subject to the lien of the Mortgage which may be required by any governmental authority or which are necessary for the operation of such parcels, all of which are subject to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender’s reasonable approval; (l) Lease rollover for Borrower shall pay all of Lender’s reasonable costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the Remaining Premises in any given calendar year Out-Parcel Release from the lien of the remainder Mortgage, the review and approval of the term of the Loan shall not documents and information required to be greater than twenty percent (20%) of the net rentable area, as determined by Lenderdelivered in connection therewith and all recording fees and title charges; (m) The proposed use of Borrower shall provide Lender with a certificate certifying the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises;requirements set forth in this Section 2.4.1 have been satisfied; and (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description All of the Premises and the amount provisions of Monthly Payment as a result Section 2.4.1 of the Release and any paydownMortgage Loan Agreement have been satisfied.

Partial Release. At In the event that Mortgagor wishes to sell the Mortgaged Property, and if the Adjacent Premises is not be sold simultaneously, and provided that neither Mortgagor nor the owner of the Adjacent Premises is in default in the performance of any time before of their respective obligations under this Mortgage or any other loan documents relating to this Mortgage or the Indebtedness is paid in fullmortgage on the Adjacent Premises, Borrower shall and (i) the leases of the Adjacent Premises have the right to request a Release remaining term of at least two ("Release"2) years, or (ii) if any leases have a remaining term of not more less than two (2) years, ▇▇▇▇▇▇▇ Industrial, LLC shall enter into a lease of such space for the four buildings comprising remainder of such two (2) year period (the Premisesterm of which shall commence upon expiration of such existing lease(s), including related land unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage as to the Mortgaged Property and parking areas, from the lien secured by the Mortgage and to release all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfied: (a) the Release is the result of a sale of the Building(s); (b) Borrower delivers to Lender, no later than forty-five (45) days prior security interests related to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay Mortgaged Property for a portion of the unpaid principal balance of the Note payment in an amount equal to one hundred twenty percent the greater of: (120%1) of an amount attributable to the portion (a) 51.36% of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining outstanding principal balance of the Loan Loan, if third party tenants have remaining term of at least two (2) years, or (b) 56.49% of the outstanding principal balance of the Loan, if a lease from ▇▇▇▇▇▇▇ Industrial, LLC has been required; or (2) an issuer and amount sufficient that the Adjacent Premises is in form and substance reasonably acceptable to Lender insuring compliance with the continued first lien priority financial covenants set forth in Section 10 of the Mortgage on with respect to the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Adjacent Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason together with payment of any default or act prepayment and/or swap breakage fee which may be due as a result of lessor under the leases relating such prepayment. If required by Mortgagee, an updated appraisal to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows confirm compliance with the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year covenant may be required. Upon release of the remainder Mortgaged Property, Mortgagor shall be automatically released from all obligations under the Note and every other document or instrument relating to the Loan except for any obligations which expressly survive the payment of the term Loan; and ▇▇▇▇▇▇▇ Industrial, LLC shall be released from all obligations under its Non-Recourse Guaranty of the Loan shall not be greater than twenty percent (20%) as they pertain to the Mortgaged Property, except for any obligations which expressly survive the payment of the net rentable area, Loan. The liability of Mortgagor shall remain in full force and effect as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay remaining balance due and all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment obligations as they pertain to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydownAdjacent Premises.

Partial Release. At any time before Provided the Indebtedness is paid in fullPrepayment Lockout Period has expired for the Loan selected by the Company for prepayment, Borrower Company shall have the right right, exercisable from time to request a Release time, to release all ("Release"but not less than all) of not more than two of the four buildings comprising the Premises, including related land and parking areas, a Project from the lien secured by of the Mortgage and all other Loan Documents encumbering such Project (the "such Project is a “Release Parcel"); provided Property”) upon the following terms and conditions are satisfiedconditions: (a) the Release is the result of a sale of the Building(s); (b) Borrower delivers to Lender, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording Company shall pay (1) one hundred ten percent (110%) (which percentage shall be adjusted, up or down, in the event that there are at least three (3) Project Loans entered into pursuant to this Agreement, such that the amount required to be prepaid will be the amount necessary to cause the Projects remaining after release of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking Property to satisfy the Loan to Value Ratio set forth in clause (iv) below) of the Allocated Loan Amount for the Release Property, (2) the required Prepayment Fee and access, if necessary and not addressed by existing documents(3) a processing fee equal to $10,000; (jii) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees Event of Default shall have no defenses occurred and be continuing; (iii) giving effect to the leases or right potential release, the Debt Service Coverage Ratio for the immediately succeeding twelve (12) month period of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and Project remaining after the annual net operating income from Lease(srelease of the Release Property (the “Remaining Property”) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%no less than 1.60 to 1; (kiv) Borrower timely furnishes giving effect to Lenderthe potential release, at Borrower's expense, a new MAI appraisal the Loan to Value Ratio of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan Property shall not be greater than twenty fifty-five percent (2055%) of the net rentable area, as determined by LenderLender in its reasonable discretion; (mv) The proposed use for the Remaining Property, the rent rolls, tenants, and terms of the leases must be satisfactory to Lender in its sole discretion; (vi) simultaneous with the release of the Release Parcel will Property, Company shall transfer and assign 100% of the Company’s interests in the entity that owns the Release Property to an entity that is not violate the provisions a Subsidiary of any REA pertaining to the Remaining Premises;Company; and (nvii) No default then exists under Company or the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Project Borrower shall pay all costs, fees costs and expenses associated incurred by Lender in connection with any release permitted by this Section 3.4, including title insurance premiums, documentation costs and reasonable attorneys’ fees. To satisfy the requirements of Sections 3.3 and 3.4, Company may, or may cause the applicable Project Borrower(s) to, make a partial prepayment of one or more of the Loans, as so elected by Company and so long as any such Loan is not then subject to a Prepayment Lockout Period, together with the Releaseapplicable portion of the Prepayment Fee then due and payable, including without limitationin an amount not in excess of the amount required to satisfy the requirements set forth in Section 3.3 or 3.4, Lender's reasonable attorney's fees and costs; and (q) as applicable. No release of a Release Property or a Replaced Property shall release the Company or the applicable Project Borrower shall execute an amendment to from its obligations under the Loan Documents evidencing or this Agreement with respect to events arising or occurring prior to the change in the description date of any release permitted pursuant to Section 3.3 or 3.4 above. Upon satisfaction of the Premises foregoing conditions Lender shall deliver to Company and the amount applicable Project Borrowers the applicable Project Note marked “Cancelled” and “Paid in Full” to the extent the same has been paid in full, together with sufficient releases of Monthly Payment lien, satisfactions or reconveyances of mortgages, UCC-3 Terminations and such other documents as a result of may be required to effectively release the Release Released Property from the Project Loan Documents and sufficient UCC-3 Terminations and other release documents to terminate the pledges by Company in such Project Borrowers (and any paydownapplicable Subsidiaries of Company which own interests in such Project Borrowers).

Partial Release. At any time before the Indebtedness is paid in full, Borrower shall have the right to request a Release ("Release") Upon satisfaction of not more than two each of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by the Mortgage and all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfiedLender shall (i) permit the sale of an individual Property (such Property being sold is referred to herein as the “Subject Parcel”) and (ii) release the Collateral with respect to the Subject Parcel and the Mortgage Borrower that owns said Subject Parcel: (a) the Release is the result No Event of a sale of the Building(s)Default shall have occurred and be continuing; (b) Borrower delivers shall pay (i) the Release Price and (ii) the Repayment Premium, if any, which for purposes of this Section shall be calculated based on the portion of the Release Price paid to Lender, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower);. (c) Borrower shall prepay Each and every condition for a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion prepayment of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, set forth in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicableSection 2.4 hereof has been satisfied; (d) Borrower timely furnishes shall have delivered to Lender an updated as-built survey a written request for Lender’s approval of the remaining portion sale of the Premises as security for the Loan Subject Parcel and the Improvements thereon release of the applicable Collateral not less than sixty (the "Remaining Premises"60) that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable days prior to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Releasedesired sale date; (e) Simultaneously with Borrower’s delivery of a written request pursuant to Section 2.6.3(d) hereof, Borrower timely furnishes shall have delivered to Lender for Lender’s review and approval, an Officer’s Certificate from Borrower certifying that (1) the sale of the Subject Parcel is pursuant to an arm’s-length transaction with a bona fide third party purchaser (the “Parcel Transferee”) that is not an Affiliate of Borrower, Guarantor, Plymouth Industrial 20 Financial or any Mortgage Borrower, the identity of which Parcel Transferee shall be specified in such Officer’s Certificate; (2) a true and correct copy of the proposed purchase and sale contract for the applicable Subject Parcel is attached to said Officer’s Certificate (once approved by Lender, Borrower shall deliver a true and correct copy of the executed contract to Lender within five (5) days of execution); (3) Mortgage Borrower has complied or will comply with all requirements of and obtained or will obtain all approvals required under the Mortgage Loan Documents applicable to the release of the Subject Parcel, provided that at the closing of the sale of the Subject Parcel, Borrower shall deliver to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer updated Officer’s Certificate confirming that Mortgage Borrower has complied with all such requirements and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender;obtained all such approvals. (f) Borrower timely furnishes shall submit to Lender evidence that such documents or instruments as are necessary or desirable to effectuate the Remaining Premises is one or more complete lots and continues to satisfy all release of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines Collateral pertaining to the Subject Parcel and all other applicable rules documentation that Lender reasonably requires to be delivered by Borrower in connection with such sale and regulations release of all governmental bodies having jurisdiction over the Remaining PremisesSubject Parcel; (g) Borrower timely furnishes to Lender shall receive evidence that the Release Parcel is separately assessed from the Remaining Premises or would be acceptable to a prudent lender acting reasonably to confirm that the separate assessment procedures single purpose nature and bankruptcy remoteness of Borrower following such release have not been initiated (adversely affected and are in accordance with evidence the terms and provisions of same provided to Lender)the Loan Documents; (h) If applicable, Borrower shall furnish evidence that SanDisk has consented deliver to (i) Lender such endorsements to the Release Parcel being released and (ii) Title Insurance Policy as Lender shall reasonably request, which shall be paid for at the reciprocal easement agreement referred to in (i) belowclosing of the sale of the Subject Parcel; (i) The execution Lender shall have determined, in its sole and recording absolute discretion (which determination shall be conclusive and binding upon Borrower absent manifest error), prior to its approval of a reciprocal easement the purchase and sale agreement reasonably acceptable with respect to Lender the Subject Parcel, that addresses how after giving effect to the Remaining Premises sale of the Subject Parcel and the release of the Collateral related thereto the Debt Yield, Debt Service Coverage Ratio and the Loan-to-Value Ratio for the remaining Properties (excluding the Subject Parcel) are projected to be equal to or greater than the respective Debt Yield, Debt Service Coverage Ratio and the Loan-to-Value Ratio for all of the Properties (including the Subject Parcel) calculated immediately prior to the sale of the Subject Parcel (the “Financial Release Parcel share parking and access, if necessary and not addressed by existing documentsConditions”); (j) The Lease(s) Lender shall continue separate and independent from any leases on be satisfied that the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance sale of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one Subject Parcel will not (1) year shall impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents and (2) reasonably be at least 12%expected to have and does not result in a Material Adverse Effect; (k) Borrower timely furnishes shall have delivered to Lender, at Borrower's expense, Lender a new MAI appraisal copy of the Remaining Premises closing statement for the sale of the Subject Parcel for Lender’s review and approval, certified by Borrower as true and correct, not less than five (prepared by an appraiser reasonably acceptable 5) Business Days prior to Lender) which shows the loan desired date of the Parcel Sale and shall have delivered to value ratio the title company responsible for the closing of title to the Subject Parcel a copy of a notice in form and substance satisfactory to Lender providing that such title company is authorized to close on the Remaining Premises is not more than 55% sale of the Subject Parcel only in accordance with a closing statement approved in writing by Lender and is otherwise reasonably acceptable provide Lender with evidence that substantiates delivery of such notice to the title company to the reasonable satisfaction of Lender; (l) Lease rollover for If a Securitization shall have occurred, at Lender’s request, Borrower shall deliver to Lender a Rating Agency Confirmation as to the Remaining Premises in any given calendar year release of the remainder of Collateral related to the term of Subject Parcel and such other documents as the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender;Rating Agencies may require. (m) The proposed use Borrower shall submit to Lender a release of Lien (and the related Loan Documents) for the Collateral applicable to the Mortgage Borrower that owns the Subject Parcel, for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Collateral is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the Release releasing lender. In addition, Borrower shall provide all other certificates, documents and instruments Lender reasonably requires to be delivered by Borrower in connection with such sale of the Subject Parcel and release of the Collateral related thereto, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, and (ii) will not violate effect such release in accordance with the provisions terms of any REA pertaining to the Remaining Premisesthis Agreement; (n) No default then exists under the Loan Documents; (o) Borrower shall pay all actual out of pocket fees, costs and expenses incurred by Lender in connection with the sale of a Subject Parcel and the release of the Collateral related thereto or otherwise required to Lender accomplish the agreements set forth in this Section 2.6.3, including, without limitation (i) reasonable attorneys’ fees and expenses, (ii) if a processing fee Securitization shall have occurred, the fees, costs and expenses of $20,000 for the Release; Rating Agencies, and (piii) Whether or not the Release actually occursfees, costs and expenses of Servicer and any Trustee. Following delivery of the notice described in Section 2.6.3(d), above, Borrower shall pay all costs, such out of pocket fees and expenses associated of Lender whether or not the Subject Parcel is ultimately sold and the Collateral related thereto is released; (i) Borrower and Mortgage Borrower, as applicable, shall have complied with and satisfied all of the Releaseterms and conditions set forth in the Mortgage Loan Partial Release Agreement, including without limitation, Lender's reasonable attorney's fees (ii) Mortgage Lender shall have received the Release Amount (as defined in the Mortgage Loan Partial Release Agreement) and costsany other amounts due under the Mortgage Loan Partial Release Agreement and (iii) Mortgage Lender shall have released the Subject Parcel from the lien of the Security Instrument pursuant to the terms of the Mortgage Loan Documents; and (qp) Borrower The TL Participation Agreement shall execute an amendment to the Loan Documents evidencing the change continue in the description of the Premises full force and the amount of Monthly Payment as a result of the Release and any paydowneffect.

Partial Release. At any time before In the Indebtedness is paid in full, event that Borrower shall have the right to request sells or refinances a Release ("Release") of not more than two parcel of the four buildings comprising Property (but not all of the PremisesProperty), including related land and parking areasLender may, in its sole discretion, release any such parcel or parcels of Property (the “Released Parcel”) from the lien secured by of the Mortgage and all other Loan Documents applicable Security Instrument (the "Release Parcel"“Partial Release”); , provided that any such release shall be subject to the following terms and conditions. For the avoidance of doubt, any such release shall remain subject to ▇▇▇▇▇▇’s discretion even though the terms and conditions are satisfied:listed herein below may be satisfied by Borrower. (a) the Release is the result of a sale Borrower provides to Lender thirty (30) days prior written notice of the Building(s)Partial Release request (“Partial Release Notice”) which shall include the proposed date of the Partial Release; (b) Borrower delivers to Lender, no later than forty-five (45) days prior to On the estimated date of ▇▇▇▇▇▇▇▇’s delivery of the Partial Release Notice and on the date of the proposed Partial Release, written Notice there shall be no Event of Borrower's intent to consummate Default then existing or resulting from the Release; along with Partial Release or the identity payment of the proposed transferee (which must be an Entity other than Borrower)Release Price and Borrower shall so certify to Lender in writing; (c) On or before the date of the Partial Release, Borrower shall prepay a portion execute or cause the execution of all documents reasonably required by ▇▇▇▇▇▇ to effectuate the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicablePartial Release; (d) Borrower timely furnishes to Lender an updated as-built survey As of the remaining portion date of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to LenderPartial Release, and (ii) is acceptable to the title insurance company. The Remaining Premises there shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Releasehave occurred no Material Adverse Change; (e) Borrower timely furnishes As of the date of the Partial Release, and taking the effect of the Partial Release into account, the Loan to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount Value Ratio of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable Property shall be less than or equal to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lendereighty percent (80%); (f) Borrower timely furnishes to Lender evidence that On or before the Remaining Premises is one or more complete lots and continues to satisfy all date of the applicable building ordinancesPartial Release, zoning lawsthe issuance by the Title Company, parking requirementsand ▇▇▇▇▇▇’s receipt, building restrictionsof any endorsements deemed necessary by Lender for attachment to the title insurance policy, set back lines insuring the priority and all other applicable rules and regulations validity of all governmental bodies having jurisdiction over the Remaining PremisesSecurity Instrument with regard to the remaining Property; (g) On or before the date of the Partial Release, Borrower timely furnishes shall pay to Lender evidence that an amount equal to the Release Parcel is separately assessed from Price (set forth in the Remaining Premises or that chart below), which shall be 120% of the separate assessment procedures have been initiated Allocated Loan Amount (with evidence of same provided to Lenderset forth in the chart below); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) On or before the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance date of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to LenderPartial Release, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing release fee of Five Hundred Dollars ($20,000 for 500.00) per Released Parcel plus any prepayment premium due pursuant to Section 4 of the Release;Note; and (pi) Whether On or not before the Release actually occursdate of the Partial Release, Borrower shall pay all costs, fees and to Lender the actual expenses associated incurred by ▇▇▇▇▇▇ in connection with the Releasesuch release, including without limitation, Lender's any title insurance charges, recording charges and reasonable attorney's attorneys’ fees and costs; andexpenses. [RELEASE SCHEDULE ON FOLLOWING PAGE] Property Allocated Loan Amount Release Price The undersigned hereby certifies that he or she is the [BORROWER], a [STATE] [TYPE OF ENTITY] (the “Borrower”), and is furnishing this Compliance Certificate on behalf of the Borrower pursuant to that certain Loan Agreement dated [DATE] (as amended or otherwise modified from time to time, the “Agreement”), with [LENDER], a [STATE] [TYPE OF ENTITY] (the “Lender”). Initially capitalized words and terms used herein without definition shall have the respective meanings assigned to them in the Agreement or in the other agreements, instruments and documents executed in connection with the Agreement (the “Loan Documents”). The undersigned hereby represents and agrees as follows: (q) Borrower shall 1. He or she is authorized to execute an amendment to and deliver this Compliance Certificate on behalf of the Borrower. 2. He or she is familiar with the provisions of the Loan Documents evidencing and the change transactions contemplated thereby, and has reviewed the Loan Documents, had such discussions with the Borrower’s management and employees and done such other investigation as necessary to support the statements made below. 3. No Event of Default exists under the Loan Documents and no event has occurred which with the passage of time, the giving of notice or both would constitute an Event of Default. 4. The Borrower has performed all of its obligations under the Loan Documents, and all of the representations and warranties made by the Borrower in the description Loan Documents are true and correct as of the Premises and the amount of Monthly Payment date hereof. 5. If applicable, attached hereto as a result “Exhibit A” are calculations in reasonable detail manifesting compliance as of the Release close of the period indicated with any and any paydownall financial covenants contained in the Loan Documents.

Partial Release. At any time before Provided no Event of Default shall have occurred and be continuing (other than a non-monetary Event of Default that affects or is otherwise related solely to the Indebtedness is paid in fullAtrium Parcel and which Event of Default will no longer continue to exist upon such release of the Atrium Parcel), Borrower shall have the right at any time prior to request a Release the Maturity Date permit Mortgage Borrower to obtain the release ("the “Partial Release"”) of not more than two of the four buildings comprising the Premises, including related land and parking areas, Atrium Parcel from the lien secured by of the Security Instrument thereon (and related Mortgage and all other Loan Documents (Documents), upon the "Release Parcel"); provided satisfaction of each of the following terms and conditions are satisfiedprecedent: (ai) Lender shall have received at least fifteen (15) Business Days (or a shorter period of time if permitted by Lender in its sole discretion) prior written notice requesting the Release is the result of a sale release of the Building(s)Atrium Parcel; (bii) Borrower delivers to Lendershall, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along in accordance with the identity provisions of Section 2.7(a) above, prepay the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid principal balance of the Note Loan in an amount equal to one hundred twenty percent the Release Price (120%including, without limitation, any Prepayment Premium applicable thereto); (iii) Borrower shall provide all other documentation in connection with such release as may be reasonably requested by Lender, together with an Officer’s Certificate certifying that such documentation is in compliance with all applicable Legal Requirements; (iv) Borrower shall have delivered evidence that would be reasonably satisfactory to Lender that, immediately after giving effect to the release of an amount attributable to the Atrium Parcel, the portion of the Loan tied Property remaining encumbered by the Security Instrument (the “Remaining Property”) shall (A) not, as a result of such release, fail to comply in all material respects with all applicable Legal Requirements, including, without limitation, all applicable zoning and building laws, rules, ordinances and regulations, (B) be legally subdivided and (C) constitute one or more separate tax lots; provided, however, notwithstanding the foregoing or anything to the Release Parcel as reasonably determined by contrary in this Agreement, Lender based on shall be deemed to have approved the relative values requirements of this subclause (iv) if Mortgage Lender approves the requirements set forth in Section 2.10(iv) of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicableMortgage Loan Agreement; (dv) Borrower timely furnishes shall have delivered evidence reasonably satisfactory to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon that Mortgage Borrower has entered into a reciprocal easement agreement (the "Remaining Premises") that (i) is in form and substance reasonably acceptable satisfactory to Lender) with the owner of the Atrium Parcel (the “Atrium REA”), which Atrium REA shall provide for easements, cross-easements and mutual or non-exclusive easements for ingress, egress, access, pedestrian walkways, parking, traffic flow, drainage, utilities and services shared by the Atrium Parcel and the Remaining Property, in each case, as deemed reasonably necessary by Lender; provided that Lender shall reasonably approve the Atrium REA upon satisfaction of certain conditions to be mutually agreed upon by Lender and Borrower in good faith. (iivi) Borrower shall provide Lender with an endorsement (to the extent such endorsement is acceptable available under the applicable Legal Requirements) to the Owner’s Title Policy relating to the Remaining Property that adds easements benefitting the Remaining Property created in connection with the release of the Atrium Parcel (including any easements granted under Section 2.10(v) above) to the description of the insured estate (which endorsement shall be issued by the title insurance companycompany that issued the Title Insurance Policy). The Remaining Premises Borrower shall be reasonably acceptable cause Mezzanine A Borrower to cause Mortgage Borrower to provide Mortgage Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender with an endorsement updating (to the extent such endorsement is available under the applicable Legal Requirements) to the Title Insurance Policy orrelating to the Remaining Property (which endorsement shall be issued by the title insurance company that issued the Title Insurance Policy): (i) confirming, in each case as of the effective date of the release of the Atrium Parcel, no change in the priority of the Security Instrument on the Remaining Property and insuring that there are no liens, mortgages, deeds of trust or other security instruments, as the case may be, not otherwise permitted by the Loan Documents, encumbering the Remaining Property, (ii) if an endorsement not already part of the insured estate in the Title Insurance Policy (and such estate is not availablebeing released), a new ALTA standard loan title policy insuring Lender’s interest in any easements benefitting the full amount Remaining Property created in connection with the release of the remaining principal Atrium Parcel (including any easements granted under Section 2.10(v) above), (iii) [reserved], and (iv) insuring that the balance of the Loan from an issuer Remaining Property (excluding the Atrium Parcel) constitutes separate tax lots and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lenderhas been legally subdivided; (fvii) Borrower timely furnishes shall have delivered to Lender evidence that would be reasonably satisfactory to Lender that the release of the Atrium Parcel will not violate any term or provision of any Lease in effect at the Remaining Premises is one or more complete lots and continues to satisfy all Property at the time of the applicable building ordinancesrelease of the Atrium Parcel, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations which evidence may take the form of all governmental bodies having jurisdiction over a certification from Borrower contained in the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to Officer’s Certificate referenced in (iSection 2.10(xiii) below; (iviii) The execution To the extent such survey is not delivered in connection with the closing of the Loan, Borrower shall have delivered, or caused to be delivered, a survey of the Atrium Parcel and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises Property, which survey shall include a legal description of the Atrium Parcel and the Release Parcel share parking Remaining Property and accessshall otherwise be in such form as would be reasonably satisfactory to Lender; provided, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on however, notwithstanding the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses foregoing or anything to the leases or right of offset against contrary in this Agreement, Lender shall be deemed to have approved the rentals payable thereunder by reason of any default or act of lessor survey required to be delivered under the leases relating this subclause (viii) if (a) Mortgage Lender approves such survey pursuant to the Release Parcel. The debt yield utilizing the then outstanding balance Section 2.10(viii) of the Mortgage Loan Agreement and the annual net operating income from Lease(s(b) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises such survey is not more than 55% and is otherwise reasonably acceptable certified to Lender; (lix) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by LenderIntentionally omitted; (mx) The proposed use As of the Release Parcel will not violate date of consummation of the provisions of any REA pertaining Partial Release, after giving effect to the Remaining Premisesrelease of the Atrium Parcel from the lien of the Security Instrument, the LTV with respect to the remaining Property shall be no greater than the LTV as of the Closing Date (i.e., 74.627%); (n) No default then exists under the Loan Documents; (oxi) Borrower shall pay have (or shall have caused to be) paid or reimbursed Lender a processing fee for all out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the release of $20,000 for the Release; (p) Whether or not the Release actually occurs, Atrium Parcel. Borrower shall pay all costsrecording charges, fees and filing fees, taxes or other expenses associated with the Release(including, including without limitation, Lender's reasonable attorney's fees mortgage and costs; andintangibles taxes and documentary stamp taxes) payable in connection with the release of the Atrium Parcel. Borrower shall have paid all costs and expenses of the Rating Agencies incurred in connection with the release of the Atrium Parcel; (qxii) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydown.Intentionally omitted;

Partial Release. At any time before Upon not less than sixty (60) days prior written notice from an Individual Borrower or Gatlinburg Obligor, Lender shall release from the Indebtedness is paid Lien of the Collateral Documents (a “Release”) an Individual Property in fullthe Security Pool owned by such Individual Borrower or Gatlinburg Obligor (“Release Property”), Borrower shall have upon the right to request a Release satisfaction ("Release"as determined by Lender in its sole discretion) of not more than two all of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by the Mortgage and all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfiedconditions: (a) At the Release is the result of a sale time of the Building(s); (b) request by the applicable Individual Borrower delivers to Lender, no later than forty-five (45) days prior to or Gatlinburg Obligor and the estimated date time of the proposed Release, written Notice there shall be no Event of Borrower's intent to consummate Default under the Release; along Loan Documents, and there shall exist no condition or state of facts which with the identity passage of time or the proposed transferee (which must be giving of notice or both, would constitute an Entity other than Borrower); (c) Borrower shall prepay a portion Event of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists Default under the Loan Documents; (ob) Any such request may be made no sooner than the later of (i) nine (9) months after the Closing or (ii) six (6) months after the completion of the most recent Release or Substitution (as defined below), and such written request must be received no later than twelve (12) months prior to the maturity date of the Loans; (c) Each Release Property shall consist of an Individual Property, and each Release shall involve no more than one (1) Individual Property; (d) For each Release Property, the applicable Individual Borrower or Gatlinburg Obligor shall have paid to Lender the applicable “Release Price”, which, (1) with respect to each of the Individual Properties in the Security Pool (but excluding the Gatlinburg Individual Property), shall be equal to (i) one hundred ten percent (110%) of the then unpaid principal balance of the Individual Loan Amount applicable to the Release Property (such amount shall herein be called the “Principal Payment Amount”), plus (ii) the applicable Prepayment Premium (based on the Principal Payment Amount), plus (iii) all accrued interest with respect to the Individual Loan applicable to the Release Property and all accrued and unpaid charges with respect to the Loans, and (2) with respect to the Gatlinburg Individual Property, shall be equal to (i) Eleven Million and No/100 Dollars ($11,000,000.00), plus (ii) all accrued and unpaid charges with respect to the Loans (the Release Price for the Gatlinburg Individual Property is hereinafter referred to as the “Gatlinburg Release Price”); (e) The Principal Payment Amount shall be applied to pay in full the principal balance due with respect to the Individual Loan applicable to the Release Property, and Lender, in its discretion, shall apply the portion of the Principal Payment Amount which is in excess of the then outstanding principal balance of the Individual Loan applicable to the Release Property to one of more of the other Individual Loans applicable to the other Individual Properties; (f) The Gatlinburg Release Price shall be applied to each of the Individual Loans on a pro rata basis with respect to the principal amount then outstanding on each of the Individual Loans. (g) Lender shall have determined that, following the Release, the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) shall be at least equal to 1.75 to 1.00. In the event that the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) is less than the required level, then Borrowers and Gatlinburg Obligor shall have the right, subject to payment of the applicable Prepayment Premium, to pay Lender the amount necessary to increase the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) to the required level; (h) Lender shall have determined that following the Release, the Loan to Value Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) shall not exceed fifty percent (50%). In the event the Loan to Value Ratio with respect to the remainder of the Security Pool (excluding the Release Property) exceeds the required level, then Borrowers and Gatlinburg Obligor shall have the right, subject to payment of the Prepayment Premium, to pay Lender the amount necessary to reduce the Loan to Value Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) to the required level; (i) At the time the applicable Individual Borrower or Gatlinburg Obligor makes its written request to Lender for a Release, such Individual Borrower or Gatlinburg Obligor shall pay to Lender a processing non-refundable administrative fee of $20,000 for 25,000 (the Release“Release Administrative Fee”). The Release Administrative Fee shall be deemed earned by Lender upon its receipt by Lender and shall not be applied to the Principal Payment Amount, the Prepayment Premium, or any other amounts due under the Loan Documents; (pj) Whether or not the Release is actually occursconsummated, Borrower Borrowers and Gatlinburg Obligor shall pay to Lender all escrow, closing and recording charges and taxes including, but not limited to, the cost of preparing and delivering releases, any re-conveyance documentation and modifications of the Loan Documents, including legal fees and costs, fees and the cost of any title insurance endorsements that Lender may require, any expenses associated incurred by Lender in connection with the Release, including without limitation, Lender's reasonable attorney's fees and costsany sums then due and payable under the Loan Documents; and (qk) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description At least thirty percent (30%) of the Premises total EBITDA (defined below) from the remaining Property (excluding the Release Property), as calculated by Lender, shall come from any combination of the following Individual Properties: (i) Eagle Brook, (ii) Ruffled Feathers, (iii) ▇▇▇▇▇ Ranch, (iv) Superstition Springs, (v) Foothills, (vi) Ancala, and (vii) Arrowhead (CO); (l) Lender shall have determined, that following the Release, the aggregate unpaid principal balance of the Loans shall be greater than fifty-five percent (55%) of the original aggregate principal amount of Monthly Payment the Loans; and (m) Such other terms and conditions as a result of the Release and any paydownLender shall reasonably require.

Partial Release. At any time before the Indebtedness is paid Provided there exists no Potential Default or Event of Default, Lender will release individual Parcels (each, a “Release Parcel”), in full, Borrower shall have the right to request a Release ("Release") of whole but not more than two of the four buildings comprising the Premises, including related land and parking areasin part, from the lien secured by of the Mortgage and all the other Loan Documents in connection with a bona fide sale of the Release Parcel to a third party that is not an Affiliate of Borrower; and subject to the following conditions: (1) No release shall be permitted during the "Lockout Period, and no more than two (2) Parcels may be released before the Ridgewood Parcel is so released; (2) No release shall be permitted for refinancing or other recapitalizations; (3) The Release Parcel shall be conveyed to a third party unrelated to and not Affiliated with Borrower, and Borrower shall deliver to Lender such documents, certificates and assurances that Lender shall reasonably request to evidence and confirm the foregoing including a fully executed copy of the contract of sale for the Release Parcel", certified by Borrower as being true and correct; (4) 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, which notice shall specify the proposed release date (such notice shall be revocable by Borrower prior to the date that is ten (10) days before the proposed release date, without penalty or premium, and thereafter provided that Borrower shall reimburse Lender for all losses, costs and expenses expended, advanced or incurred by Lender in connection with such proposed release including, without limitation, the sum of any Yield Maintenance Amount plus the Make Whole Breakage Amount, any Make Whole Breakage Amount, and any Extension Make Whole Breakage Amount; (5) Lender determines that (i) the Cash on Cash Return, Debt Service Coverage and Loan to Value after giving effect to such release equals or exceeds the Cash on Cash Return, Debt Service Coverage and Loan to Value immediately prior to such release, (ii) the Cash on Cash Return equals or exceeds 8.9% during the first Loan Year and 9.6% thereafter and (iii) the Debt Service Coverage equals or exceeds 1.30 to 1:00; (6) Simultaneously with the release of the Release Parcel from the lien of the Mortgage, Borrower shall pay to Lender, for application in accordance with Section 2.3(5); provided , a release price equal to the following terms and conditions are satisfied: sum of (a) the greater of (i) 85% of the actual gross sales price for such Release is Parcel minus the result of a usual and ordinary costs and expenses actually incurred by Borrower in connection with the sale of the Building(s); such Release Parcel, which costs and expenses (b1) Borrower delivers shall be subject to review and approval by Lender, (2) shall be substantiated by evidence reasonably satisfactory to Lender, (3) shall not include any costs and expenses paid to parties that are employees of or otherwise associated or affiliated with Borrower, and (4) shall in no later than forty-five (45) days prior to the estimated date event exceed 10% of the proposed Release, written Notice gross sales price of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the such Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to LenderParcel, and (ii) is acceptable to 120% of the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender Release Parcel’s Allocated Loan Basis, plus (b) any Spread Maintenance Amount or other prepayment premium due under Section 2.3(4), and shall maintain its original access to public roads it had prior to if such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy allocation would result in the full aggregate outstanding principal amount of the remaining principal balance Loans being less than $20,000,000.00, Lender may, at its option, declare the entire amount of the Loan from an issuer Loans to be due and payable, in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicablewhich event, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable pay to Lender that addresses how the Remaining Premises simultaneously with such release all outstanding principal, accrued and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premisesunpaid interest, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists other amounts due under the Loan Documents; (o7) Borrower shall pay to Lender Such partial release will not, in Lender’s judgment, have a processing fee material adverse effect on the Project, the remaining Parcels or the validity, binding effect, or enforceability of $20,000 for any material provisions of any of the ReleaseLoan Documents; (p) Whether or not 8) Lender shall have received a title insurance endorsement satisfactory to Lender confirming the Release actually occurs, Borrower shall pay all costs, fees continued validity and expenses associated with priority of the Release, including without limitation, Lender's reasonable attorney's fees and costsMortgage on the remaining Collateral; and (q9) Borrower shall execute an amendment to the Loan Documents evidencing the change have paid all costs and expenses incurred by Lender in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydownconnection with such partial release.

Partial Release. At any time before (a) In the Indebtedness is paid in full, Borrower shall have event Amazon has extended the right to request Amazon Lease for a Release ("Release") term of not more less than two ten (10) years and providing for Rents sufficient to cause the Debt Service Coverage Ratio to be greater than 1.25 to 1.00, or Lender has approved other Leases of the four buildings comprising Property (including the PremisesAmazon Lease for less than all of the premises) for a term of not less than ten (10) years pursuant to Exhibit 5.11 which provide Rents sufficient to cause the Debt Service Coverage Ratio to be greater than 1.25 to 1.00, including related land and parking areas, Lender will release (the “Partial Release”) the Unimproved Property from the lien secured by of the Mortgage Security Instrument upon Borrower’s request and satisfaction of all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfiedconditions: (ai) Borrower’s request for the Partial Release is the result of a sale of the Building(s); (b) Borrower delivers shall be given to Lender, Lender in writing and no later than forty-five (45) days prior to preceding the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower)such Partial Release is requested; (cii) Borrower shall prepay a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, The Unimproved Property and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security Property encumbered by the Security Instrument after the release of the Unimproved Property (the “Remaining Property”) must be split into separate tax parcels; (iii) No Event of Default or event which, but for the Loan passage of time, the giving of notice or both would constitute an Event of Default, shall have occurred and be continuing; (iv) Neither the Improvements thereon release of the Release Parcel from the lien of the Security Instrument nor the foreclosure of the Security Instrument on the Remaining Property would violate (or cause any of the "Remaining Premises"Property to violate) any applicable zoning, subdivision or other applicable law; (v) Borrower shall deliver an endorsement to the Title Insurance Policy at Borrower’s expense insuring the priority of the Security Instrument as a first lien on the Remaining Property; 36942122.8 (vi) Borrower shall grant, as an appurtenance to the Remaining Property, any easement rights over the Release Parcel for the benefit of the Remaining Property that Lender may reasonably request and which is consistent with Lender’s then current underwriting standards for the maintenance, operation and improvement of the Remaining Property; (ivii) is Borrower shall have paid or reimbursed Lender for all expenses incurred by Lender in connection with the Partial Release (including without limitation, attorneys’ fees, title insurance costs, appraisal fees, recording costs and trustee’s fees); (viii) Borrower shall submit partial release instruments, prepared at Borrower’s expense, in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable satisfactory to Lender; (lix) Lease rollover for Borrower shall have provided evidence and documentation reasonably satisfactory to Lender that (A) that the Release Parcel will be assessed as a separate tax parcel with respect to all Taxes and assessments, (B) that the Remaining Premises in Property will comply with all federal, state, and local environmental, land use and zoning laws (including minimum lot size, minimum parking requirements, setback requirements, lot coverage ratios, frontage, subdivision, site plan approval and access to a public right of way), (C) that access to the Remaining Property following the Partial Release to any given calendar year of the remainder of the term of the Loan previously dedicated streets and utilities shall not be greater than twenty percent impaired, and (20%D) that all required notices have been given and consents obtained in connection with the proposed Partial Release, including the consent of the net rentable area, as determined by Lender;Guarantor and all Tenants under Leases; and (mx) The proposed Borrower shall have provided evidence and documentation reasonably satisfactory to Lender that the future development and use of the Release Parcel will not violate directly compete with the provisions use of any REA pertaining to the Remaining Premises; (n) No default then exists under Property and will not negatively impact the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description value of the Premises and the amount of Monthly Payment as a result of the Release and any paydownRemaining Property.

Partial Release. At any time before the Indebtedness is paid in full, Borrower shall have the right to request a Release obtain the release ("the “Partial Release"”) of not any one or more than two Individual Properties, or a portion of an Individual Property (as applicable, the four buildings comprising “Released Property”) at any time during the Premises, including related land and parking areasTerm, from the lien secured by of the applicable Mortgage thereon (and all other related Loan Documents) and the release of Borrower’s obligations under the Loan Documents (with respect to such Released Property, upon the "Release Parcel"); provided satisfaction of each of the following terms and conditions are satisfiedprecedent: (a) the Release is the result Borrower shall provide Lender with thirty (30) days (or a shorter period of a sale time if permitted by Lender in its sole discretion) prior written notice of the Building(sproposed Partial Release (the date of Lender’s receipt of such notice shall be referred to herein as a the “Partial Release Notice Date”); (b) Borrower delivers shall submit to Lender, no later not less than forty-five ten (4510) days prior to the estimated date of the proposed such Partial Release, written Notice a release of Borrower's intent lien (and related Loan Documents) for the Released Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which the Released Property is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide all other documentation as may be reasonably required to consummate satisfy the Release; along Prudent Lender Standard in connection with the identity of the proposed transferee (which must be an Entity other than Borrower)such release; (c) The Released Property shall be conveyed to a Person other than Borrower; (d) Except with respect to a No Fee Partial Release Project, after giving effect to the release of the lien of the Mortgage(s) encumbering the Released Property, the Loan to Value Ratio with respect to the remaining Individual Properties shall be equal to or less than the Loan to Value Ratio immediately prior to the consummation of the Partial Release (determined based upon updated Appraisals for each of the Individual Properties); provided, that if the foregoing Loan to Value Ratio requirement is not satisfied, Borrower shall prepay be permitted at its option, in order to satisfy the foregoing condition, prepay, in compliance with Section 2.4, a portion of the Loan in an amount which, if applied to the unpaid principal balance of the Note Loan, would result in the Loan achieving a Loan to Value Ratio that satisfies the requirements of this clause (d); (e) Except with respect to a No Fee Partial Release Project, after giving effect to the release of the lien of the Mortgage(s) encumbering the Individual Property or Individual Properties proposed by Borrower to be released, the Debt Yield with respect to the remaining Individual Properties shall be equal to or greater than the Debt Yield immediately prior to the consummation of the Partial Release; provided, that if the foregoing Debt Yield requirement is not satisfied, Borrower shall be permitted at its option, in order to satisfy the foregoing condition, prepay, in compliance with Section 2.4, a portion of the Loan in an amount which, if applied to the unpaid principal balance of the Loan, would result in the Loan achieving a Debt Yield that satisfies the requirements of this clause (e); (f) Except with respect to a No Fee Partial Release Project, as Borrower shall partially prepay the Debt in accordance with Section 2.4 hereof in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security Price for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises;Released Property; and (g) Borrower timely furnishes shall (A) deliver to Lender evidence that an opinion of counsel satisfying the Release Parcel is separately assessed from Prudent Lender Standard with respect to such other matters as may be required by Lender in order to satisfy the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released Prudent Lender Standard and (iiB) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costsof Lender’s reasonable, fees out-of-pocket costs and expenses associated with the Releaseexpenses, including including, without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydowncounsel fees.

Partial Release. At any time before the Indebtedness is paid in fullUpon not less than sixty (60) days prior written notice from Borrower, Borrower Lender shall have the right to request a Release ("Release") of not more than two of the four buildings comprising the Premises, including related land and parking areas, release from the lien secured by of the Mortgage and all other Loan Documents (a “Release”) an Individual Property in the "Security Pool owned by such Borrower (“Release Parcel"Property”); provided , upon the satisfaction (as determined by Lender in its sole discretion) of all of the following terms and conditions are satisfiedconditions: (a) At the Release is the result of a sale time of the Building(s)applicable Borrower’s request and the time of the proposed Release, there shall be no Event of Default under the Loan Documents, and there shall exist no condition or state of facts which with the passage of time or the giving of notice or both, would constitute an Event of Default under the Loan Documents; (b) Borrower delivers to LenderAny such request may be made no sooner than the later of (i) nine (9) months after the Closing or (ii) nine (9) months after the completion of the most recent Release or Substitution (as defined below), and such written request must be received no later than forty-five twelve (4512) days months prior to the estimated maturity date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower)Loans; (c) Each Release Property shall consist of an Individual Property, and each Release shall involve no more than one (1) Individual Property; (d) For each Release Property, the applicable Borrower shall prepay a portion of have paid to Lender the unpaid principal balance of the Note in an amount “Release Price”, which shall be equal to (i) one hundred twenty percent (120%) of an the then unpaid principal balance of the Individual Loan Amount applicable to the Release Property (such amount attributable shall herein be called the “Principal Payment Amount”) plus (ii) the applicable Prepayment Premium (based on the Principal Payment Amount) plus (iii) all accrued interest with respect to the Individual Loan applicable to the Release Property and all accrued and unpaid charges with respect to the Loans; (e) The Principal Payment Amount shall be applied to pay in full the principal balance due with respect to the Individual Loan applicable to the Release Property, and Lender, in its discretion, shall apply the portion of the Principal Payment Amount which is in excess of the then outstanding principal balance of the Individual Loan tied applicable to the Release Parcel as reasonably determined by Lender based on the relative values Property to one or more of the buildingsother Individual Loans applicable to the other Individual Properties; (f) Lender shall have determined that, and shallfollowing the Release, in additionthe Debt Service Coverage Ratio (defined below), calculated with respect to the remainder of the Security Pool (excluding the Release Property) shall be at least equal to the greater of (i) 1.90 to 1.00 or (ii) the Debt Service Coverage Ratio for the Loan immediately prior to the proposed Release (including the Release Property). In the event the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) is less than the required level, then Borrowers shall have the right, subject to payment of the applicable Prepayment Premium, to pay Lender the amount necessary to increase the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) to the required level; (g) Lender shall have determined that following the Release, the Loan to Value Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property), shall not exceed the lesser of (i) 55% or (ii) the Loan to Value Ratio of the Property (including the Release Property) immediately prior to the proposed Release. In the event the Loan to Value Ratio with respect to the remainder of the Security Pool (excluding the Release Property) exceeds the required level, then Borrowers shall have the right, subject to payment of the Prepayment Premium, to pay Lender the amount necessary to reduce the Loan to Value Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) to the required level; (h) At the time the applicable Borrower makes its written request to Lender for a Release, such Borrower shall pay to Lender as yield maintenance protectiona non-refundable administrative fee of $5,000.00 (the “Release Administrative Fee”). The Release Administrative Fee shall be deemed earned by Lender upon its receipt by Lender and shall not be applied to the Principal Payment Amount, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security for or any other amounts due under the Loan and the Improvements thereon (the "Remaining Premises") that Documents. (i) Whether or not the Release is in form and substance reasonably acceptable to Lenderactually consummated, and (ii) is acceptable to the title insurance company. The Remaining Premises Borrowers shall be reasonably acceptable pay to Lender all escrow, closing and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating recording charges and taxes including, but not limited to, the Title Insurance Policy orcost of preparing and delivering releases, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance any re-conveyance documentation and modifications of the Loan from an issuer Documents, including legal fees and costs, the cost of any title insurance endorsements that Lender may require, any expenses incurred by Lender in form connection with the Release, and substance reasonably acceptable to Lender insuring any sums then due and payable under the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender;Loan Documents; and (fj) Borrower timely furnishes to Lender evidence shall have determined, that following the Remaining Premises is one or more complete lots and continues to satisfy all of Release, the value applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance all of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least Individual Properties in any one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of metropolitan area remaining in the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan Security Pool shall not be greater than exceed twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use total value of the Release Parcel will not violate Individual Properties remaining in the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costsSecurity Pool; and (qk) Borrower shall execute an amendment to Lender has determined that, following the Loan Documents evidencing Release, the change in the description aggregate outstanding principal balance of the Premises and Loans shall be greater than seventy percent (70%) of the original aggregate principal amount of Monthly Payment the Loans; and (l) Such other terms and conditions as a result of the Release and any paydownLender shall reasonably require.

Partial Release. At any time before (a) In the Indebtedness is paid in fullevent of a sale of an Individual Property, and provided no Event of Default has occurred and be continuing, Borrower shall have the right at any time prior to request a Release the Maturity Date to obtain the release (the "Partial Release") of not more than two of such sold Individual Property total (the four buildings comprising the Premises, including related land and parking areas, "Released Property") from the lien secured by of the Mortgage applicable Security Instrument thereon (and related Loan Documents) and the release of Borrower's obligations under the Loan Documents with respect to such Released Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions precedent: (i) Borrower shall provide Lender with thirty (30) days prior written notice of the proposed Partial Release; (ii) The Released Property shall be conveyed in an arm's length transfer to a Person other than any Borrower or any of its respective Affiliates; (iii) Subsequent to such release, Borrower shall continue to be a "special purpose entity" pursuant to, and in accordance with, with Section 2.1(f) hereof; (iv) After giving effect to the Partial Release, the Debt Yield for the Individual Properties then remaining subject to the liens of the Security Instrument shall be greater than the higher of (i) the Debt Yield for all of the Individual Properties immediately prior to giving effect to the Partial Release or (ii) the Debt Yield for all of the Individual Properties as of the date hereof; (v) Borrower shall have complied with Section 6(e) of the Note, including, but not limited to, Borrower's payment of the Release Price, which shall be deemed a voluntary prepayment for all purposes under the Loan Documents, and all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfied: (arelated sums due in accordance with Section 6(e) the Release is the result of a sale of the Building(sNote, including, without limitation, the Make-Whole Amount (as defined in the Note), as applicable; (bvi) Borrower delivers shall submit to Lender, no later not less than forty-five ten (4510) days prior to the estimated date of the proposed such Partial Release, written Notice a release of Borrower's intent to consummate lien (and related Loan Documents) for the Release; along with Released Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which the identity Released Property is located and shall contain standard provisions, if any, protecting the rights of the proposed transferee (which must be an Entity other than Borrower); (c) Lender. In addition, Borrower shall prepay a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel provide all other documentation as may be reasonably determined required by Lender based on the relative values of the buildingsin connection with such release, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender together with an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") Officer's Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (vii) Borrower shall have provided Lender with evidence reasonably satisfactory to Lender that, other than the Permitted Encumbrances, there are no liens, mortgages, deeds of trust or other security instruments, as the case may be, not otherwise permitted by the Loan Documents, encumbering the Remaining Property, which evidence may be in the form of a "bring down" or "date down" or other permitted endorsement to the title insurance policy insuring the lien of the applicable Security Instrument relating to the remaining Individual Properties, which endorsement shall be issued by the title insurance company that issued the original Lender's title insurance policy in connection with the Loan; (viii) Borrowers shall reimburse Lender and any Servicer (as defined herein) for any costs and expenses arising from such release (including reasonable attorneys' fees and expenses) and Borrowers shall have paid, in connection with the Partial Release, (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, and (ii) to any Servicer, any fee being assessed by such Servicer to effect such Partial Release; and (ix) Borrower may not obtain a release of more than two (2) Individual Properties. (b) Upon such Partial Release, Lender shall promptly release to the remaining Borrowers any funds in the Reserves held by Lender and any funds on deposit in the Destination Account, to the extent any of the foregoing is attributable or allocable to the Released Property. (c) In connection with a Partial Release, the Borrower that owns the Released Property ("Released Borrower") shall be automatically released from such Released Borrower's obligations under the Loan Documents (including the Environmental Indemnity), as to be evidenced by a written release from Lender to be delivered concurrently with the consummation of such Partial Release, provided that such Released Borrower shall be released from liability under the Environmental Indemnity only upon the satisfaction of each of the following conditions precedent: (i) Released Borrower shall maintain for such Released Property an environmental insurance policy substantially in the form of the environmental insurance in place as of the closing of the Loan, which policy shall have a term of no less than two (2) years and shall name Lender as an additional insured; (ii) At the time of such Partial Release or anytime thereafter Borrower furnishes to Lender an environmental site assessment in form and substance substance, and from an environmental consultant, reasonably acceptable to Lender, and which environmental site assessment discloses, as of the date of the Partial Release (iior if such environmental site assessment is furnished after the date of such Partial Release, as of the date of such environmental site assessment), no actual, potential or threatened (A) is acceptable non-compliance with or violation of applicable environmental laws (or permits issued pursuant to environmental laws) in connection with the Released Property or operations thereon, (B) "recognized environmental condition" (as defined by the then-applicable professional standards) with respect to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; Released Property, (eC) Borrower timely furnishes to Lender an endorsement updating environmental liens encumbering the Title Insurance Policy orReleased Property, if an endorsement is not available, a new ALTA standard loan title policy (D) administrative processes or proceedings or judicial proceedings in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (any way connected with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases environmental condition relating to the Release Parcel. The debt yield utilizing the then outstanding balance Released Property, and (E) presence or release of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lenderhazardous substances in, at Borrower's expenseon, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable areaabove, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists or under the Loan Documents; (o) Borrower shall pay to Lender a processing fee Released Property in violation of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costsapplicable laws; and (qiii) Borrower shall execute an amendment There are no Environmental Claims that are pending or threatened relating to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydownReleased Property.

Partial Release. At Trustor shall be entitled at any time before the Indebtedness is paid in full, Borrower shall have the right to request a Release ("Release") of not more than two release of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by the Mortgage and all of this Deed of Trust (but not any other Loan Documents (the "Release Parcel"); provided Related Mortgage) only if each of the following terms and conditions are has been satisfied: (a) A release under this Section 6.15 and Section 6.15 of each Related Mortgage may not take place more than two (2) times (in the Release is aggregate) during the result term of a sale of this Loan and the Building(s)Related Loans; (b) Borrower delivers to Lender, no later No more than forty-five a total of two (452) days prior to the estimated date of the proposed ReleaseMortgaged Properties may be released under this Section 6.15 and Section 6.15 of each Related Mortgage, written Notice and no more than a total of Borrower's intent to consummate the Release; along with the identity two (2) of the proposed transferee Mortgaged Properties may be released under (which must be an Entity other than Borrower)i) this Section 6.15 and Section 6.15 of each Related Mortgage, and (ii) Section 6.16 of this Deed of Trust and Section 6.16 of each Related Mortgage; (c) Borrower shall prepay a portion of After the unpaid principal balance of proposed release, the Note in an amount Debt Service Coverage Ratio - Remaining Properties for the twelve (12) months prior to the release and projected twelve (12) months following the release must be at least equal to one hundred twenty percent or greater than the greater of (120%x) of an amount attributable 1.75, or (y) the current Debt Service Coverage Ratio - Mortgaged Properties calculated for the twelve (12) month period prior to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicablerelease; (d) Borrower timely furnishes After the proposed release, the loan to Lender an updated as-built survey value ratio of the remaining portion of Related Loans must be less than or equal to 50% as calculated immediately prior to the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is release based upon appraisals furnished to Lender in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable satisfactory to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender prepared by an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously MAI appraiser approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, cost or as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (oe) Borrower shall pay Lender in reduction of the principal balance of the Loan a sum equal to 115% of the original Allocated Loan Amount for the Mortgaged Property, plus Borrower shall in addition pay to Lender a processing fee of $20,000 for "prepayment premium" applied to said sum and computed in the Releasemanner specified in the Note; (pf) Whether or not Neither the Release actually occurs, Loan nor the Related Loans shall be in Default at the time such request for release is made through the completion of the release; (g) Borrower shall must pay all costs, fees and expenses of Lender's costs associated with the Release, including without limitation, Lender's reasonable attorney's fees partial release plus a fee of .5% of the original Allocated Loan Amount for the Mortgaged Property to be released; (h) The original Borrower named in the Loan Documents and coststhe Related Loan Documents continues to be the owner of the Remaining Mortgaged Properties; and (qi) Borrower shall execute an amendment All documents relating to the Loan Documents evidencing the change release shall be in the description of the Premises form and the amount of Monthly Payment as a result of the Release and any paydownsubstance satisfactory to Lender.

Partial Release. At any time before With respect to that certain Individual Property identified on Schedule I as the Indebtedness is paid in full, Borrower shall have the right to request a Partial Release ("Release") of not more than two of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by the Mortgage and all other Loan Documents Property (the "Partial Release Property"), if the space tenant therein, Exel, Inc. (the "Option Tenant"), under that certain Build to Suit Industrial Triple Net Lease dated August 1, 2001 between Borrower and the Option Tenant, fails to exercise its option to expand its premises on or before October 31, 2005, Lender shall consent to the release of that certain 7.56 acre parcel which is the subject of such option (the "Expansion Parcel") from the Lien of the Mortgage for the Partial Release Property (the "Partial Release"); provided , subject to satisfaction of the following terms and conditions are satisfiedto the sole satisfaction of Lender: (a) Borrower shall pay all Lender's costs, including, but not limited to, third party reports, reasonable attorneys' fees, fees related to appraisers, engineers, architects and consultants, recording costs, costs of endorsements and/or premiums for Title Insurance Policies required by Lender, in connection with the Release is Partial Release, and a fee of $10,000.00, payable concurrently with Borrower's request for Lender's consent to the result of a sale of the Building(s)Partial Release; (b) Borrower delivers to Lender, no later not less than forty-five ninety (4590) days prior to the estimated date of the proposed Partial Release, written Notice Borrower shall have delivered to Lender a notice setting forth (i) the proposed date of Borrower's intent to consummate the Partial Release; along with (ii) the identity name of the proposed transferee, if any; (iii) the intended use of the Expansion Parcel; (iv) an estoppel certificate from the Option Tenant confirming that it has elected not to exercise its option to expand with respect to the Expansion Parcel, (iv) a lot line adjustment, subdivision map or other evidence that the remainder of the Partial Release Property (the "Remainder Partial Release Property") and the Expansion Parcel are each a separate legal parcel, and (v) all such other information as reasonably necessary for Lender to consider the proposed Partial Release. If the operation of the Expansion Parcel is integrated with other adjacent parcels (including the Remainder Partial Release Property), the notice will be accompanied by a survey of the Remainder Partial Release Property and the Expansion Parcel together with legal descriptions of both, and a plot plan of the Remainder Partial Release Property showing building integration, if any, with adjoining improvements. If the Expansion Parcel is to be transferred to a third party, Borrower shall deliver economic or financial information relating to any proposed transferee (which must be an Entity other than Borrower)and a copy of the contract of sale or ground lease, as applicable; (c) Borrower there shall prepay a portion be no Event of Default as of either the Partial Release notice date or the date of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicablePartial Release; (d) Borrower timely furnishes shall have delivered to Lender an updated as-built survey evidence satisfactory to Lender that Borrower has complied with any requirements of Property Documents or Leases relating to the Partial Release Property (including the Expansion Parcel), that the Partial Release does not violate any of the remaining portion provisions of the Premises as security for Property Documents or the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable Leases relating to the title insurance company. The Remaining Premises shall be reasonably acceptable Partial Release Property (including the Expansion Parcel), and, that, to Lender and shall maintain its original access the extent necessary to public roads it had prior comply therewith, the transferee, if any, has assumed all of Borrower's obligations relating to such Releasethe Expansion Parcel thereunder; (e) Borrower timely furnishes shall have delivered to Lender an endorsement updating to the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy Policies satisfactory to Lender that (i) extend the effective date of such policies to the effective date of the Partial Release; (ii) confirm that there shall be no change in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on Lien of the Remaining Premises Mortgages or in the amount of coverage; (iii) confirm that the title insurers issuing the Title Insurance Policies consent to the Partial Release; (iv) waive any defense that the title insurers may have as a result of the Partial Release; (v) to the extent of the then current appraised value of the Expansion Parcel, waive any right of subrogation; and (vi) confirm that the Remainder Partial Release Property constitutes a separate legal parcel and a separate tax lot (subject only to those exceptions previously approved by Lenderthe provisions of Subsection (k) below); (f) not less than ten (10) days prior to the date of the Partial Release, Borrower timely furnishes shall have delivered to Lender evidence any consents to the Partial Release required by entities (i) holding Liens affecting the Partial Release Property or holding any other interest in the Partial Release Property as required by documents granting any lien or (ii) that would otherwise be negatively affected by the Remaining Premises is one Partial Release, including parties to any secondary financing, Property Documents or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premisesany Leases; (g) Borrower timely furnishes shall have delivered to Lender evidence satisfactory to Lender that the Remainder Partial Release Property and the Expansion Parcel each separately conforms to and is separately assessed from the Remaining Premises in compliance with Laws and that Remainder Partial Release Property is a self-contained property, having direct on-site connection to all utilities and direct access to one or that the separate assessment procedures have been initiated (with evidence of same provided to Lender)more public streets; (h) If applicable, Borrower shall furnish evidence that SanDisk has consented have delivered to (i) the Release Parcel being released and (ii) the Lender a fully executed amendment satisfactory to Lender to each reciprocal easement agreement referred affecting the Remainder Partial Release Property that joins the transferee, if any, of the Expansion Parcel as a party to in (i) beloweach agreement and that provides for any additional easements, restrictions and payment obligations that Lender deems reasonably necessary for the continued operation and maintenance of the Remainder Partial Release Property; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable Borrower shall have delivered to Lender evidence satisfactory to Lender that addresses how after the Remaining Premises and Partial Release, Borrower will continue to provide the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover areas for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, Remainder Partial Release Property as determined required by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (oj) Borrower shall pay have delivered to Lender a processing fee copies of $20,000 for fully executed documents evidencing the Release;transfer and/or ground lease, as applicable, of the Expansion Parcel as provided in Subsection (b) above; and (pk) Whether or not the Release actually occurs, Borrower shall pay all costshave delivered to Lender any other information, fees approvals and expenses associated with documents reasonably required by Lender relating to the Partial Release, including without limitation, if the separate tax lot endorsement required in Subsection (e) above cannot be obtained, (i) evidence reasonably satisfactory to Lender that separate tax lots for the Remainder Partial Release Property and for the Expansion Parcel will be created by the taxing authority within a reasonable period of time after the Partial Release, and (ii) an escrow for Taxes, upon provisions satisfactory to Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to , for the Loan Documents evidencing the change in the description of the Premises entire Remainder Partial Release Property and the amount of Monthly Payment as a result of the Release and any paydownExpansion Parcel.

Partial Release. At any time before the Indebtedness is paid in fullProvided no Event of Default shall have occurred and be continuing, Borrower shall have the right at any time after the Release Date and prior to request a Release the Maturity Date to obtain the partial release (the "Partial Release") of not more than two of the four buildings comprising Eligible Release Parcel (such Eligible Release Parcel, the Premises, including related land and parking areas, "Released Parcel") from the lien secured by of the Mortgage Security Instrument thereon (and all other related Loan Documents) and the release of Borrower's obligations under the Loan Documents with respect to such Released Parcel (other than those expressly stated to survive), upon the "Release Parcel"); provided satisfaction of each of the following terms and conditions are satisfiedprecedent: (a1) the Release is the result Borrower shall provide Lender with thirty (30) days (or a shorter period of a sale time if permitted by Lender in its sole discretion) prior written notice of the Building(sproposed Partial Release (the date of Lender's receipt of such notice shall be referred to herein as a the "Partial Release Notice Date"); (b2) Borrower delivers shall submit to Lender, no later not less than forty-five ten (4510) days prior to the estimated date of the proposed such Partial Release, written Notice a partial release of Borrowerlien (and related Loan Documents) for the Released Parcel for execution by Lender. Such partial release shall be in a form appropriate in each jurisdiction in which the Released Parcel is located and shall contain standard provisions, if any, protecting the rights of Lender and must be approved by Lender. In addition, Borrower shall provide all other documentation as may be required to satisfy the Prudent Lender Standard in connection with such Partial Release, together with an Officer's intent to consummate the Release; along Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such Partial Release in accordance with the identity 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 the portion of the proposed transferee (which must be an Entity other than BorrowerProperty subject to the Loan Documents not being released); (c3) Borrower The Released Parcel shall prepay be conveyed to a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicablePerson other than Borrower; (d4) Borrower timely furnishes As of each of the Partial Release Notice Date and the date of consummation of the Partial Release, after giving effect to Lender an updated as-built survey the release of the lien of the Security Instrument encumbering the Released Parcel, the Debt Yield with respect to the remaining portion of the Premises Property shall each be greater than the greater of (1) the Debt Yield of the Property encumbered by the Security Instrument immediately prior to the Partial Release Notice Date or the consummation of the Partial Release (as security applicable) and (2) the Debt Yield of the Property on the Closing Date; 41458-110/JANAF Shopping Yard (VA) (5) As of each of the Partial Release Notice Date and the date of consummation of the Partial Release, after giving effect to the release of the lien of the Security Instrument encumbering the Released Parcel, the LTV with respect to the remaining portion of the Property shall be no greater than the lesser of (1) the LTV on the Closing Date or (2) the LTV with respect to the Property immediately prior to the Partial Release Notice Date or the consummation of the Partial Release, as applicable (with each of (1) and (2) being determined based upon an updated Appraisal for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to LenderProperty); (h6) If applicableThe exact dimensions and legal descriptions of the Eligible Release Parcel shall be subject to the prior written consent and approval of Lender, and at least thirty (30) days prior to the effective date of the Partial Release, Borrower shall furnish evidence that SanDisk has consented prepare and deliver to Lender (at Borrower's sole cost and expense) a proposed re-plat and/or subdivision of such Eligible Release Parcel and a Survey for each of such Release Parcel and, if necessary, the applicable portion of the remaining Property, all prepared by a licensed surveyor or engineer (which surveys shall be, in form, consistent with the Survey delivered to Lender prior to the Closing Date and Lender's then applicable requirements and the plat must be in compliance with all applicable Legal Requirements) and shall depict the exact location of such Eligible Release Parcel relative to the Remaining Property and the location of all applicable title matters, which such Survey may be an update of the Survey delivered to Lender prior to the Closing Date; (7) Borrower must provide evidence, which would be deemed satisfactory pursuant to Prudent Lender Standards, to Lender of the following matters: (i) that following such Partial Release, the Release Parcel being released remaining Property shall comply with all federal, state and local environmental, land use and zoning laws (including, without limitation, minimum lot size, parking regulations, set back lines, density requirements, lot coverage ratios, frontage, subdivision, site plan approval and access to a public right of way); (ii) that the reciprocal easement agreement referred to in (i) below; (i) The execution proposed Partial Release and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the any future development on such Eligible Release Parcel share parking and access, if necessary and will not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases have a material adverse impact on the quiet enjoyment of any Tenant of their demised premises located on the remaining Property unless otherwise approved by such Tenant; (iii) that all required notices have been given and consents obtained in connection with the proposed Partial Release, including (without limitation) the consent of any Governmental Authority and any Tenants (such as exclusives and similar leasing restrictions), (iv) that such Eligible Release Parcel, there Parcel will be no reduction in assessed as a separate tax parcel with respect to all property taxes and assessments; and (v) that the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right future uses of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the such Eligible Release Parcel will not violate any covenant, restriction, condition, Leases or other title matter then encumbering the provisions of any REA pertaining to the Remaining Premisesremaining Property; (n8) If requested by Lender in its reasonable discretion and if one is not already in place, an insurable easement arrangement (or modification to existing easement) No default then exists under covering such matters as mutual parking and access, maintenance, shared utilities, drainage, any applicable temporary and permanent parking arrangements and other similar issues located on such Eligible Release Parcel, and to the Loan Documentsextent available, an endorsement to the existing Title Insurance Policy providing title coverage to Lender with respect to such easement estate, if any, without exception (unless such exceptions are Permitted Encumbrances) and without any exception for Liens; (o9) If required by Lender pursuant to Prudent Lender Standards at the time of such Partial Release, Borrower shall, prior to the effective date of the proposed Partial Release, LOAN AGREEMENT – Page 35 41458-110/JANAF Shopping Yard (VA) encumber such Eligible Release Parcel with a recorded development or similar agreement (which must be deemed satisfactory pursuant to Prudent Lender Standards), covering such matters as mutual parking and access, maintenance, shared utilities, drainage and other similar issues and containing appropriate restrictions on the type, construction, location, height and use of any improvements then existing or thereafter to be constructed on such Eligible Release Parcel; (10) The Partial Release shall pay not (i) deny the remaining Property reasonable access to public streets, roads or utilities, (ii) unreasonably divide any portion or tract of the remaining Property into strips or parcels, or (iii) otherwise have a Material Adverse Effect on the remaining Property as determined pursuant to Prudent Lender a processing fee Standards; (11) The Partial Release shall be permitted under REMIC Requirements in effect as of $20,000 for each of (I) the Partial Release Notice Date and (II) the consummation of the Partial Release; (p12) Whether or not If required by Lender, Lender shall have received a Rating Agency Confirmation with respect to the Partial Release; (13) Borrower shall (A) deliver to Lender (1) a REMIC Opinion with respect to the Partial Release actually occursand (2) an opinion of counsel satisfying the Prudent Lender Standard and acceptable the Rating Agencies (issued by counsel satisfying the Prudent Lender Standard and acceptable to the Rating Agencies) with respect to such other matters as may be required by Lender in order to satisfy the Prudent Lender Standard and (B) pay all of Lender's reasonable costs and expenses and the costs and expenses of the Rating Agencies in connection with the Partial Release, including, without limitation, counsel fees; and (14) Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such partial release, together with an Officer's Certificate certifying that such documentation (1) is in compliance with all Legal Requirements and (2) will effect such partial release in accordance with the terms of this Agreement. Borrower shall pay all costs, fees taxes and expenses associated with the Releasepartial release of the lien of the Security Instrument, including without limitation, Lender's reasonable attorney's fees and costs; and (q) attorneys' fees, but Borrower shall execute an amendment not be required to pay a release premium or be required to pay down the principal balance of the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydownunless due to REMIC Requirements.

Partial Release. At any time before Subject to the Indebtedness is paid in fullconditions set forth below, Borrower shall have after the right earlier to request a Release occur of ("Release"i) two (2) years after “start-up day” (within the meaning of Section 860G(a)(9) of not more than two the Code) of any real estate mortgage investment conduit (as defined under Section 860D of the four buildings comprising Code) (a “REMIC”) that holds the PremisesNote, including related land and parking areas(ii) three (3) years after the Closing Date, Lender shall release an Individual Property (the “Release Property”) from the lien secured by Lien of the Mortgage and all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfied:a “Partial Release”): (a) Borrower shall have partially defeased the Loan in an amount equal to the Partial Release is the result of a sale Price (as defined below) pursuant to Section 4(b) of the Building(s)Note, and shall have complied with all other requirements for a partial defeasance of the Loan set forth in Section 4(b) of the Note to the extent relating to the Partial Release; (b) Borrower delivers to Lender, no later than forty-five (45) days prior to the estimated date No Event of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower Default shall prepay a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists exist under the Loan Documents; (oc) Borrower The remaining portion of the Property that is not being released shall pay to Lender a processing fee of $20,000 for the Release; (pi) Whether or not the Release actually occurs, Borrower shall pay comply with all costs, fees and expenses associated with the Release, applicable Legal Requirements (including without limitation, applicable subdivision, zoning, and land use laws), (ii) be a separate tax parcel and not be subject to any Liens for taxes attributable to the Release Property, and (iii) benefit from appropriate appurtenant easements for, among other things, access, utilities, and parking as are necessary or appropriate for the continued use and operation thereof as is currently being used or as contemplated, all to the reasonable satisfaction of Lender's ; (d) Lender shall have received and approved of (i) forms of all documents necessary to release the Release Property from the Liens of the Loan Documents, each in appropriate form required by the state in which the Release Property is located and otherwise satisfactory to Lender in all respects, (ii) such endorsements to its title insurance policy as Lender shall require; and (iii) such other documents, agreements, and opinions of counsel as Lender may reasonably require; (e) the Release Property shall be conveyed to a Person other than Borrower (which Person may be an Affiliate of Borrower); (f) Lender shall have received payment from Borrower of Lender’s costs and expenses incurred in connection with the Partial Release (including, without limitation, reasonable attorney's attorneys’ fees and costs; and); (qg) Borrower shall execute an amendment as of the date on which the Partial Release is to occur, and after giving effect to the Loan Documents evidencing Partial Release: (i) the change in loan-to-value ratio for the description remaining Property is no more than the lesser of (A) the loan-to-value ratio as of the Premises Closing Date (without giving effect to the Partial Release), and (B) the amount of Monthly Payment as a result loan-to-value ratio immediately preceding the date of the Partial Release (without giving effect to the Partial Release), all as determined by Lender in its reasonable discretion; (ii) the Debt Service Coverage Ratio (as defined below) for the remaining Property is no less than the greater of: (A) the Debt Service Coverage Ratio existing as of the Closing Date (without giving effect to the Partial Release), (B) the Debt Service Coverage Ratio which existed as of the date immediately preceding the Partial Release (without giving effect to the Partial Release), and (C) 1.35:1 for the preceding twelve (12) months, all as determined by Lender in its reasonable discretion; (iii) the projected Debt Service Coverage Ratio for the remaining Property for the twelve (12) months following the date on which the Release Property is to be released is no less than 1.35:1, as determined by Lender in its reasonable discretion. Nothing in this Section 13.5 shall release Borrower from any paydownliability or obligation relating to any environmental matters arising under Article 9.

Partial Release. At any time before Provided (1) no Event of Default shall have occurred and be continuing and (2) the Indebtedness is paid in fullPartial Release Condition shall be satisfied, Borrower shall have the right at any time prior to request a Release the Maturity Date to obtain the release ("the “Partial Release"”) of not more than two any of the four buildings comprising Individual Properties (each such Individual Property, the Premises, including related land and parking areas, “Released Property”) from the lien secured by of the Mortgage applicable Security Instrument thereon (and all other related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to such Released Property (other than those expressly stated to survive), upon the "Release Parcel"); provided satisfaction of each of the following terms and conditions are satisfiedprecedent: (a) the Release is the result of a sale Borrower shall provide Lender with thirty (30) days prior written notice of the Building(sproposed Partial Release (the date of Lender’s receipt of such notice shall be referred to herein as a the “Partial Release Notice Date”); (b) Borrower delivers shall submit to Lender, no later not less than forty-five ten (4510) days prior to the estimated date of the proposed such Partial Release, written Notice a release of Borrower's intent lien (and related Loan Documents) for the Released Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which the Released Property is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide all other documentation as may be required to consummate satisfy the Release; along prudent lender standard in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the identity terms of this Agreement, and (iii) will not impair or otherwise adversely affect the proposed transferee liens, security interests and other rights of Lender under the Loan Documents not being released (which must be an Entity other than Borroweror as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (c) The Released Property shall be conveyed to a Person other than Borrower or an Affiliate of Borrower; (d) Borrower shall (A) partially prepay a portion of the unpaid principal balance Debt in accordance with Section 9 of the Note in an amount equal to one hundred twenty percent the greater of (120%i) of an amount attributable to the portion 125% of the Allocated Loan tied to Amount for the Release Parcel as reasonably determined by Lender based on the relative values Released Property; or (ii) 90% of the buildingsproceeds from the sale of the Released Property (the “Release Amount”), and shall, in addition(B) unless such prepayment is tendered on a Payment Date, pay to Lender as yield maintenance protection, an amount equal to the Prepayment Premium, if applicable; interest that would have accrued on the amount being prepaid for the full Accrual Period had the prepayment not been made and (dC) Borrower timely furnishes pay to Lender an updated as-built survey of the remaining applicable Yield Maintenance Amount to the extent that such prepayment occurs at any time other than during the Open Prepayment Period. Any portion of the Premises as security for Release Amount applied to the Loan and principal amount of the Improvements thereon (the "Remaining Premises") that Debt in accordance herewith shall be applied (i) is in form and substance reasonably acceptable first, to Lender, reduce the Allocated Loan Amount attributable to the Released Property to zero and (ii) is acceptable second, pro rata to reduce the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such ReleaseAllocated Loan Amounts of each of the other remaining Individual Properties; (e) Borrower timely furnishes to Lender an endorsement updating The Partial Release shall be permitted under REMIC Requirements in effect as of each of (I) the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in Partial Release Notice Date and (II) the full amount consummation of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by LenderPartial Release; (f) Borrower timely furnishes to If required by Lender, Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all shall have received confirmation in writing from each of the applicable building ordinancesRating Agencies to the effect that such release will not result in a downgrade, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations withdrawal or qualification of all governmental bodies having jurisdiction over the Remaining Premisesrespective ratings in effect immediately prior to such Partial Release for the Securities issued in connection with the Securitization which are then outstanding; (g) Borrower timely furnishes shall have delivered evidence satisfactory to Lender evidence that Mezzanine Borrower is in compliance with the terms of the Mezzanine Loan Agreement, including its agreement to deliver funds into the Mezzanine Collection Account upon receipt of the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender);Amount; and (h) If applicable, Borrower shall furnish evidence that SanDisk has consented (A) deliver to Lender an opinion of counsel acceptable the Rating Agencies (iissued by counsel acceptable to the Rating Agencies) with respect to satisfaction of the Release Parcel being released REMIC Requirements and with respect to such other matters as may be required by Lender and (iiB) the reciprocal easement agreement referred to in (i) below; (i) The execution pay all of Lender’s reasonable costs and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises expenses and the Release Parcel share parking costs and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance expenses of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises Rating Agencies in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated connection with the Partial Release, including including, without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydowncounsel fees.

Partial Release. At any time before (a) With respect to that certain Individual Property identified on Schedule I as the Indebtedness is paid in full, Borrower shall have the right to request a Ford Partial Release ("Release") of not more than two of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by the Mortgage and all other Loan Documents Property (the "Ford Partial Release Property"), if the space tenant therein, Ford Motor Company ("Ford"), under that certain Build to Suit Industrial Triple Net Lease dated October 11, 2001 between Borrower and Ford, fails to exercise its option to expand its premises on or before the last day of the 62nd month of the initial term of its lease, as described above, Lender shall consent to the release of that certain approximately 6.9 acre parcel which is the subject of such option (the "Ford Expansion Parcel") from the Lien of the Mortgage for the Ford Partial Release Property (the "Ford Partial Release"); provided , subject to satisfaction of the following terms and conditions are satisfiedto the sole satisfaction of Lender: (ai) Borrower shall pay all Lender's costs, including, but not limited to, third party reports, reasonable attorneys' fees, fees related to appraisers, engineers, architects and consultants, recording costs, costs of endorsements and/or premiums for Title Insurance Policies required by Lender, in connection with the Release is Ford Partial Release, and a fee of $10,000.00, payable concurrently with Borrower's request for Lender's consent to the result of a sale of the Building(s)Ford Partial Release; (bii) Borrower delivers to Lender, no later not less than forty-five ninety (4590) days prior to the estimated date of the proposed Ford Partial Release, written Notice Borrower shall have delivered to Lender a notice setting forth (i) the proposed date of the Ford Partial Release; (ii) the name of the proposed transferee, if any; (iii) the intended use of the Ford Expansion Parcel; (iv) an estoppel certificate from Ford confirming that it has elected not to exercise its option to expand with respect to the Ford Expansion Parcel, (iv) a lot line adjustment, subdivision map or other evidence that the remainder of the Ford Partial Release Property (the "Ford Remainder Partial Release Property") and the Ford Expansion Parcel are each a separate legal parcel, and (v) all such other information as reasonably necessary for Lender to consider the proposed Ford Partial Release. If the operation of the Ford Expansion Parcel is integrated with other adjacent parcels (including the Ford Remainder Partial Release Property), the notice will be accompanied by a survey of the Ford Remainder Partial Release Property and the Ford Expansion Parcel together with legal descriptions of both, and a plot plan of the Ford Remainder Partial Release Property showing building integration, if any, with adjoining improvements. If the Ford Expansion Parcel is to be transferred to a third party, Borrower shall deliver economic or financial information relating to any proposed transferee and a copy of the contract of sale or ground lease, as applicable; (iii) there shall be no Event of Default as of either the Ford Partial Release notice date or the date of the Ford Partial Release; (iv) Borrower shall have delivered to Lender evidence satisfactory to Lender that Borrower has complied with any requirements of Property Documents or Leases relating to the Ford Partial Release Property (including the Ford Expansion Parcel), that the Ford Partial Release does not violate any of the provisions of the Property Documents or the Leases relating to the Ford Partial Release Property (including the Ford Expansion Parcel), and, that, to the extent necessary to comply therewith, the transferee, if any, has assumed all of Borrower's intent obligations relating to consummate the Ford Expansion Parcel thereunder; (v) Borrower shall have delivered to Lender an endorsement to the Title Insurance Policies satisfactory to Lender that (i) extend the effective date of such policies to the effective date of the Ford Partial Release; along with (ii) confirm that there shall be no change in the identity priority of the proposed transferee Lien of the Mortgages or in the amount of coverage; (which must be an Entity other than Borroweriii) confirm that the title insurers issuing the Title Insurance Policies consent to the Ford Partial Release; (iv) waive any defense that the title insurers may have as a result of the Ford Partial Release; (v) to the extent of the then current appraised value of the Ford Expansion Parcel, waive any right of subrogation; and (vi) confirm that the Ford Remainder Partial Release Property constitutes a separate legal parcel and a separate tax lot (subject to the provisions of Subsection (k) below); (cvi) not less than ten (10) days prior to the date of the Ford Partial Release, Borrower shall have delivered to Lender any consents to the Ford Partial Release required by entities (i) holding Liens affecting the Ford Partial Release Property or holding any other interest in the Ford Partial Release Property as required by documents granting any lien or (ii) that would otherwise be negatively affected by the Ford Partial Release, including parties to any secondary financing, Property Documents or to any Leases; (vii) Borrower shall prepay have delivered to Lender evidence satisfactory to Lender that the Ford Remainder Partial Release Property and the Ford Expansion Parcel each separately conforms to and is in compliance with Laws and that Ford Remainder Partial Release Property is a portion of the unpaid principal balance of the Note in an amount equal self-contained property, having direct on-site connection to all utilities and direct access to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicableor more public streets; (dviii) Borrower timely furnishes shall have delivered to Lender an updated as-built survey a fully executed amendment satisfactory to Lender to each reciprocal easement agreement affecting the Ford Remainder Partial Release Property that joins the transferee, if any, of the remaining portion Ford Expansion Parcel as a party to each agreement and that provides for any additional easements, restrictions and payment obligations that Lender deems reasonably necessary for the continued operation and maintenance of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such ReleaseFord Remainder Partial Release Property; (eix) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes shall have delivered to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable satisfactory to Lender that addresses how after the Remaining Premises and Ford Partial Release, Borrower will continue to provide the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover areas for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, Ford Remainder Partial Release Property as determined required by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (ox) Borrower shall pay have delivered to Lender a processing fee copies of $20,000 for fully executed documents evidencing the Release;transfer and/or ground lease, as applicable, of the Ford Expansion Parcel as provided in Subsection (b) above; and (pxi) Whether or not the Release actually occurs, Borrower shall pay all costshave delivered to Lender any other information, fees approvals and expenses associated with documents reasonably required by Lender relating to the Ford Partial Release, including without limitation, if the separate tax lot endorsement required in Subsection (e) above cannot be obtained, (i) evidence reasonably satisfactory to Lender that separate tax lots for the Ford Remainder Partial Release Property and for the Ford Expansion Parcel will be created by the taxing authority within a reasonable period of time after the Ford Partial Release, and (ii) an escrow for Taxes, upon provisions satisfactory to Lender's reasonable attorney's fees , for the entire Ford Remainder Partial Release Property and costs; andthe Ford Expansion Parcel. (qb) With respect to that certain Individual Property identified on Schedule I as the ▇▇▇▇▇▇▇ Partial Release Property (the "▇▇▇▇▇▇▇ Partial Release Property"), if the space tenant therein, ▇▇▇▇▇▇▇'▇ USA Inc. ("▇▇▇▇▇▇▇"), under that certain Build to Suit Industrial Triple Net Lease dated August 31, 2001 between Borrower and ▇▇▇▇▇▇▇, fails to exercise its option to expand its premises on or before the first day of the last year of the initial term of its lease, as described above, Lender shall consent to the release of that certain approximately 6.62 acre parcel which is the subject of such option (the "▇▇▇▇▇▇▇ Expansion Parcel") from the Lien of the Mortgage for the ▇▇▇▇▇▇▇ Partial Release Property (the "▇▇▇▇▇▇▇ Partial Release"), subject to satisfaction of the following to the sole satisfaction of Lender: (i) Borrower shall execute an amendment pay all Lender's costs, including, but not limited to, third party reports, reasonable attorneys' fees, fees related to appraisers, engineers, architects and consultants, recording costs, costs of endorsements and/or premiums for Title Insurance Policies required by Lender, in connection with the ▇▇▇▇▇▇▇ Partial Release, and a fee of $10,000.00, payable concurrently with Borrower's request for Lender's consent to the Loan ▇▇▇▇▇▇▇ Partial Release; (ii) not less than ninety (90) days prior to the date of the ▇▇▇▇▇▇▇ Partial Release, Borrower shall have delivered to Lender a notice setting forth (i) the proposed date of the ▇▇▇▇▇▇▇ Partial Release; (ii) the name of the proposed transferee, if any; (iii) the intended use of the ▇▇▇▇▇▇▇ Expansion Parcel; (iv) an estoppel certificate from ▇▇▇▇▇▇▇ confirming that it has elected not to exercise its option to expand with respect to the ▇▇▇▇▇▇▇ Expansion Parcel, (iv) a lot line adjustment, subdivision map or other evidence that the remainder of the ▇▇▇▇▇▇▇ Partial Release Property (the "▇▇▇▇▇▇▇ Remainder Partial Release Property") and the ▇▇▇▇▇▇▇ Expansion Parcel are each a separate legal parcel, and (v) all such other information as reasonably necessary for Lender to consider the proposed ▇▇▇▇▇▇▇ Partial Release. If the operation of the ▇▇▇▇▇▇▇ Expansion Parcel is integrated with other adjacent parcels (including the ▇▇▇▇▇▇▇ Remainder Partial Release Property), the notice will be accompanied by a survey of the ▇▇▇▇▇▇▇ Remainder Partial Release Property and the ▇▇▇▇▇▇▇ Expansion Parcel together with legal descriptions of both, and a plot plan of the ▇▇▇▇▇▇▇ Remainder Partial Release Property showing building integration, if any, with adjoining improvements. If the ▇▇▇▇▇▇▇ Expansion Parcel is to be transferred to a third party, Borrower shall deliver economic or financial information relating to any proposed transferee and a copy of the contract of sale or ground lease, as applicable; (iii) there shall be no Event of Default as of either the ▇▇▇▇▇▇▇ Partial Release notice date or the date of the ▇▇▇▇▇▇▇ Partial Release; (iv) Borrower shall have delivered to Lender evidence satisfactory to Lender that Borrower has complied with any requirements of Property Documents evidencing or Leases relating to the ▇▇▇▇▇▇▇ Partial Release Property (including the ▇▇▇▇▇▇▇ Expansion Parcel), that the ▇▇▇▇▇▇▇ Partial Release does not violate any of the provisions of the Property Documents or the Leases relating to the ▇▇▇▇▇▇▇ Partial Release Property (including the ▇▇▇▇▇▇▇ Expansion Parcel), and, that, to the extent necessary to comply therewith, the transferee, if any, has assumed all of Borrower's obligations relating to the ▇▇▇▇▇▇▇ Expansion Parcel thereunder; (v) Borrower shall have delivered to Lender an endorsement to the Title Insurance Policies satisfactory to Lender that (i) extend the effective date of such policies to the effective date of the ▇▇▇▇▇▇▇ Partial Release; (ii) confirm that there shall be no change in the description priority of the Premises and Lien of the Mortgages or in the amount of Monthly Payment coverage; (iii) confirm that the title insurers issuing the Title Insurance Policies consent to the ▇▇▇▇▇▇▇ Partial Release; (iv) waive any defense that the title insurers may have as a result of the ▇▇▇▇▇▇▇ Partial Release; (v) to the extent of the then current appraised value of the ▇▇▇▇▇▇▇ Expansion Parcel, waive any right of subrogation; and (vi) confirm that the ▇▇▇▇▇▇▇ Remainder Partial Release Property constitutes a separate legal parcel and a separate tax lot (subject to the provisions of Subsection (k) below); (vi) not less than ten (10) days prior to the date of the ▇▇▇▇▇▇▇ Partial Release, Borrower shall have delivered to Lender any paydownconsents to the ▇▇▇▇▇▇▇ Partial Release required by entities (i) holding Liens affecting the ▇▇▇▇▇▇▇ Partial Release Property or holding any other interest in the ▇▇▇▇▇▇▇ Partial Release Property as required by documents granting any lien or (ii) that would otherwise be negatively affected by the ▇▇▇▇▇▇▇ Partial Release, including parties to any secondary financing, Property Documents or to any Leases; (vii) Borrower shall have delivered to Lender evidence satisfactory to Lender that the ▇▇▇▇▇▇▇ Remainder Partial Release Property and the ▇▇▇▇▇▇▇ Expansion Parcel each separately conforms to and is in compliance with Laws and that ▇▇▇▇▇▇▇ Remainder Partial Release Property is a self-contained property, having direct on-site connection to all utilities and direct access to one or more public streets; (viii) Borrower shall have delivered to Lender a fully executed amendment satisfactory to Lender to each reciprocal easement agreement affecting the ▇▇▇▇▇▇▇ Remainder Partial Release Property that joins the transferee, if any, of the ▇▇▇▇▇▇▇ Expansion Parcel as a party to each agreement and that provides for any additional easements, restrictions and payment obligations that Lender deems reasonably necessary for the continued operation and maintenance of the ▇▇▇▇▇▇▇ Remainder Partial Release Property; (ix) Borrower shall have delivered to Lender evidence satisfactory to Lender that after the ▇▇▇▇▇▇▇ Partial Release, Borrower will continue to provide the parking areas for the ▇▇▇▇▇▇▇ Remainder Partial Release Property as required by the Loan Documents; (x) Borrower shall have delivered to Lender copies of fully executed documents evidencing the transfer and/or ground lease, as applicable, of the ▇▇▇▇▇▇▇ Expansion Parcel as provided in Subsection (b) above; and (xi) Borrower shall have delivered to Lender any other information, approvals and documents reasonably required by Lender relating to the ▇▇▇▇▇▇▇ Partial Release, including without limitation, if the separate tax lot endorsement required in Subsection (e) above cannot be obtained, (i) evidence reasonably satisfactory to Lender that separate tax lots for the ▇▇▇▇▇▇▇ Remainder Partial Release Property and for the ▇▇▇▇▇▇▇ Expansion Parcel will be created by the taxing authority within a reasonable period of time after the ▇▇▇▇▇▇▇ Partial Release, and (ii) an escrow for Taxes, upon provisions satisfactory to Lender, for the entire ▇▇▇▇▇▇▇ Remainder Partial Release Property and the ▇▇▇▇▇▇▇ Expansion Parcel.

Partial Release. At (a) Notwithstanding Section 6.1 hereof, Borrower may obtain a release of any time before Partial Release Property from the Indebtedness lien of the applicable Security Instrument and the Senior Loan Documents in connection with the sale of such Partial Release Property to a bona fide third party purchaser who is paid not an Affiliate of a Restricted Party pursuant to an arms-length contract and otherwise pursuant to the provisions of this Section 6.7 and Section 6.7 of the Senior Loan Agreement (each such release, a “Partial Release”) so long as the following conditions precedent, and the other terms and conditions of this Section 6.7 and Section 6.7 of the Senior Loan Agreement, are satisfied in fullconnection with any such Partial Release: (i) no Default, Event of Default or Senior Loan Event of Default shall have occurred and be continuing or shall occur solely as a result of such Partial Release; (ii) Borrower shall have the right submitted to Lender a written request a for such Partial Release at least thirty ("Release") of not more than two of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by the Mortgage and all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfied: (a) the Release is the result of a sale of the Building(s); (b) Borrower delivers to Lender, no later than forty-five (4530) days prior to the estimated proposed Partial Release Date (other than with respect to those Individual Properties set forth on Schedule 2 hereof, with respect to which such written request is deemed given as of the Closing Date and the applicable Partial Release Date shall be deemed to be the respective date set forth with respect to each such Individual Property on Schedule 2), accompanied by a processing fee of $7,500, which request (i) shall specify the Partial Release Property that Borrower intends to release and state the anticipated release date (the “Partial Release Date”) and (ii) shall include an Officer’s Certificate providing a certification that as of the date of such request, to the proposed Release, written Notice best of Borrower's intent to consummate the ’s knowledge, no Default, Event of Default or Senior Loan Event of Default shall have occurred and be continuing or shall occur solely as a result of such Partial Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (ciii) Borrower shall prepay a portion have paid, or shall have arranged to be paid contemporaneously with the Partial Release, to Lender and/or Senior Lender (as applicable), and Lender and/or Senior Lender (as applicable) shall have received by wire transfer of immediately available federal funds contemporaneously with the unpaid principal balance of the Note in Partial Release, an amount equal to one hundred twenty percent the sum of (120%A) the Partial Release Price for the Partial Release Property, which shall be applied by Lender and/or Senior Lender (as applicable) as a prepayment of an the Debt and/or the Senior Loan, plus (B) any Interest Shortfall, plus (C) the Exit Fee due in respect of the principal amount attributable prepaid, plus (D) all other sums then due and payable under the Loan Documents and the Senior Loan Documents; (iv) Borrower shall have submitted to Lender, not less than five (5) Business Days prior to the portion of the Loan tied to the Partial Release Parcel as reasonably determined by Lender based on the relative values of the buildingsDate such releases, and shallsatisfactions, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security discharges and/or assignments for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is Partial Release Property for execution by ▇▇▇▇▇▇, which shall be in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable satisfactory to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy appropriate in the full amount of jurisdiction in which the remaining principal balance of Partial Release Property is located; (v) if the Loan from an issuer and in form and substance reasonably acceptable shall then be held by a REMIC Trust formed pursuant to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicablea Securitization, Borrower shall furnish evidence that SanDisk has consented to have delivered (iA) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydown.Rating Agency

Partial Release. Upon not less than sixty (60) days prior written notice from Borrower, Lender shall release (a “Property Release”) one or more Individual Property(ies) from the lien of the Loan Documents (each, a “Released Property”), upon the satisfaction (as determined by Lender in its sole discretion) of all of the following terms and conditions: (a) At the time of the request and the time of the proposed Property Release, there shall be no default under the Documents, and there shall exist no condition or state of facts which with the passage of time or the giving of notice or both, would constitute a default under the Documents; (b) Any such request may be made no sooner than nine (9) months after the Closing, and such written request must be received no later than twelve (12) months prior to the maturity date of the Loan; (c) For each Released Property, Borrower shall have paid to Lender the “Release Price”, which shall be equal to (i) 1.20% of the Allocated Loan Amount applicable to the Released Property (such amount shall herein be called the “Principal Payment Amount”) plus (ii) the applicable Prepayment Premium (based on the Principal Payment Amount) plus (iii) all accrued interest with respect to the allocated loan amount applicable to the Released CENTRAL\31200109.7 -28- Property (any time before such allocated loan amount being referred to as an “Individual Loan”) and all accrued and unpaid charges with respect to the Indebtedness Loan; (d) The Principal Payment Amount shall be applied to pay in full the principal balance due with respect to the Individual Loan applicable to the Released Property, and Lender, in its discretion, shall apply the portion of the Principal Payment Amount which is paid in fullexcess of the then outstanding principal balance of the Individual Loan applicable to the Released Property to one of more of the other Individual Loans applicable to the other Individual Properties; (e) Lender shall have determined that following the Property Release, the Debt Service Coverage Ratio, calculated with respect to the remaining Property (excluding the Released Property) shall be at least equal to the greater of (i) 2.00 to 1.00 or (ii) the Debt Service Coverage Ratio for the Loan immediately prior to the proposed Release (including the Released Property). In the event the Debt Service Coverage Ratio of the remaining Property (excluding the Released Property) is less than the required level, Borrower shall have the right right, subject to request a Release ("Release") of not more than two payment of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by the Mortgage and all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfied: (a) the Release is the result of a sale of the Building(s); (b) Borrower delivers to Lender, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the applicable Prepayment Premium, if applicable; (d) Borrower timely furnishes to pay Lender an updated as-built survey the amount necessary to increase the Debt Service Coverage Ratio of the remaining portion of Property (excluding the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises"Released Property) that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lenderrequired level; (f) Borrower timely furnishes Lender shall have determined that following the Property Release, the Loan to Lender evidence that Value Ratio, calculated with respect to the Remaining Premises is one remaining Property (excluding the Released Property), shall not exceed the lesser of (i) forty-five percent (45%), or more complete lots and continues (ii) the Loan to satisfy all Value Ratio of the applicable building ordinancesProperty (including the Released Property) immediately prior to the proposed Release. In the event the Loan to Value Ratio of the remaining Property (excluding the Released Property) exceeds the required level, zoning lawsBorrower shall have the right, parking requirementssubject to payment of the Prepayment Premium, building restrictions, set back lines and all other applicable rules and regulations to pay Lender the amount necessary to reduce the Loan to Value Ratio of all governmental bodies having jurisdiction over the Remaining Premisesremaining Property (excluding the Released Property) to the required level; (g) At the time the Borrower timely furnishes makes its written request to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicablefor a Property Release, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing non-refundable administrative fee of $20,000 for 20,000.00. Such non-refundable administrative fee shall be deemed earned by Lender upon its receipt by Lender and shall not be applied to the ReleasePrincipal Payment Amount, the Prepayment Premium, or any other amount due under this provision; (ph) Whether or not the Property Release actually occurscloses, Borrower shall pay to Lender all costsescrow, fees closing and expenses associated with recording charges and taxes including, but not limited to, the Releasecost of preparing and delivering releases, any re-conveyance documentation and modifications of the Documents, including without limitation, Lender's reasonable attorney's legal fees and costs, the cost of any title insurance endorsements that Lender may require, any expenses incurred by the Lender in connection with the Property Release, and any sums then due and payable under the Documents; (i) Following any Property Release, (1) one of the Birmingham, Alabama and Napa Valley, California Individual Properties shall remain part of the remaining Property, and (ii) one of the Fort Lauderdale, Florida; and Miami, Florida shall remain part of the remaining Property; and (qj) Such other terms and conditions as Lender shall reasonably require. CENTRAL\31200109.7 -29- Following each Property Release, Lender shall distribute to Borrower shall execute an amendment to the Loan Documents evidencing the change any amounts held in the description FF&E Reserve on a pro rata basis based on four percent (4%) of the Premises and the amount of Monthly Payment as a result gross revenues of the Release Property and any paydownfour percent (4%) of the gross revenues of the remaining Property.

Partial Release. At any time before the Indebtedness Provided no Event of Default has occurred and is paid in fullcontinuing, Borrower shall have the right to request obtain a Release release ("an “Out-Parcel Release"”) of not more than two of the four buildings comprising the Premises, including related land and parking areas, Out-Parcel from the lien secured by of the Mortgage and all other Loan Documents upon compliance with (the "Release Parcel"); provided or waiver by Lender of) the following terms and conditions are satisfiedconditions: (a) the Release is the result Borrower shall give Lender at least thirty (30) days, but no more than ninety (90) days, prior written notice of a sale of the Building(s)its request to obtain an Out-Parcel Release; (b) Borrower delivers to Lender, no later than fortyshall prepay the loan in accordance with Section 2.3.4 on a pro-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along rata basis with the identity of Mezzanine Loan, such that the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid aggregate principal balance of the Note in an amount equal to one hundred twenty Loan and the Mezzanine Loan following the Out-Parcel Release is less than seventy-five percent (12075%) of an amount attributable to the portion value of the Loan tied to the Release Parcel remaining Property, as reasonably determined by Lender based on in its reasonable discretion. In connection with any such determination, Lender shall have the relative values of the buildingsright to require Borrower to deliver at Borrower’s own cost, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey appraisal of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is Property in form and substance reasonably acceptable to Lender; (c) The Pro Forma Debt Service Coverage Ratio for the Property following the Out-Parcel Release shall be greater than 1.20:1.00 (after giving effect to any prepayments made pursuant to Section 2.4.1(b) hereof); (d) Borrower shall provide evidence reasonably acceptable to a prudent mortgage loan lender that upon an Out-Parcel Release (i) the balance of the Property shall continue to be subject to the lien of the Mortgage, (ii) ingress and egress to and from the portion of the Property remaining subject to the lien of the Mortgage will not be terminated or restricted as a result of the Out-Parcel Release, (iii) the Out-Parcel Release shall not cause or result in a violation of any of the provisions of any of the Leases, and (iiiv) is acceptable to the title insurance company. The Remaining Premises remaining Property shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Releasein compliance with all applicable Legal Requirements; (e) Borrower timely furnishes to shall provide Lender with an endorsement updating to Lender’s Title Insurance Policy insuring that the Out-Parcel Release shall not adversely affect or impair the title insurance provided in the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lendereasements referenced in Section 2.4.1(k) hereof; (f) Borrower timely furnishes to shall provide Lender evidence that with such surveys, descriptions, title insurance endorsements, computations of acreage and other information as Lender may in its reasonable discretion require in connection with the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining PremisesOut-Parcel Release; (g) If required by any Legal Requirement, Borrower timely furnishes shall obtain all subdivisions and zoning approvals with respect to the portion of the Property remaining subject to the lien of the Mortgage as may be reasonably required by Lender evidence to ensure that the Release Parcel is separately assessed from parcel being released and the portion of the Property remaining subject to the lien of the Mortgage (the “Remaining Premises or that the separate assessment procedures have been initiated (with evidence Parcel”) shall be independent of same provided to Lender)each other for all building, zoning, subdivision and taxing purposes; (h) If applicable, Borrower shall furnish evidence submit to Lender a release of lien for the applicable Out-Parcel for execution by Lender. Such release shall be in a form appropriate in the State and that SanDisk has consented to (i) contains standard provisions, if any, protecting the Release Parcel being released and (ii) rights of the reciprocal easement agreement referred to in (i) belowreleasing lender; (i) The execution and recording of a reciprocal easement agreement Lender shall have received evidence reasonably acceptable satisfactory to Lender that addresses how following the Remaining Premises Out-Parcel Release, the provisions of Section 5.13 shall remain true and the Release Parcel share parking and access, if necessary and not addressed by existing documentscorrect in all material respects; (j) The Lease(s) shall continue separate and independent from Borrower has complied with any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses requirements applicable to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance such release of the Loan Out-Parcel contained in any of the Leases, reciprocal easement agreements, operating agreements, parking agreements or other similar agreements affecting the Property and the annual net operating income from Lease(s) on release does not violate any of the Remaining Premises provisions of such documents in any respect that have remaining terms would result in a termination (or give any other party thereto the right to terminate), or extinguishment or other loss of at least one (1) year shall be at least 12%material rights of Borrower or in a material increase in Borrower’s obligations under such documents; (k) Borrower timely furnishes shall deliver to Lender copies of each proposed permanent easement, cross easement and mutual or non-exclusive easement for ingress, egress, access, pedestrian walkways, parking, traffic flow, utilities and services being shared by the portion of the property being released and the portion of the Property remaining subject to the lien of the Mortgage which may be required by any governmental authority or which are necessary for the operation of such parcels, all of which are subject to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender’s reasonable approval; (l) Lease rollover for Borrower shall pay all of Lender’s reasonable costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the Remaining Premises in any given calendar year Out-Parcel Release from the lien of the remainder Mortgage, the review and approval of the term of the Loan shall not documents and information required to be greater than twenty percent (20%) of the net rentable area, as determined by Lenderdelivered in connection therewith and all recording fees and title charges; (m) The proposed use of Borrower shall provide Lender with a certificate certifying the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premisesrequirements set forth in this Section 2.4.1 have been satisfied; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender If a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occursSecuritization has occurred, if required by a Rating Agency, Borrower shall pay all costs, fees and expenses associated be required to provide Lender with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and a legal opinion (q) Borrower shall execute an amendment standard in commercial lending transactions similar to the Loan Documents evidencing and subject to customary qualifications, assumptions and exceptions) that the change in the description tax qualification and status of the Premises and the amount of Monthly Payment REMIC will not be adversely affected or impaired as a result of the Release release if each of the requirements of this Section 2.4.1 have been satisfied. The term REMIC, as used herein, shall mean a real estate mortgage investment conduit within the meaning of Section 860D of the Internal Revenue Code of 1986, as amended, and any paydownthe related Treasury Department regulations, including temporary regulations; and (o) All of the provisions of Section 2.4.1 of the Mezzanine Loan Agreement have been satisfied.

Partial Release. At any time before Upon not less than sixty (60) days prior written notice from a Borrower, Lender shall release from the Indebtedness is paid Lien of the Collateral Documents (a “Release”) an Individual Property in fullthe Security Pool owned by such Borrower (“Release Property”), Borrower shall have upon the right to request a Release satisfaction ("Release"as determined by Lender in its sole discretion) of not more than two all of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by the Mortgage and all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfiedconditions: (a) At the Release is the result of a sale time of the Building(s); (b) Borrower delivers to Lender, no later than forty-five (45) days prior to applicable Borrower’s request and the estimated date time of the proposed Release, written Notice there shall be no Event of Borrower's intent to consummate Default under the Release; along Loan Documents, and there shall exist no condition or state of facts which with the identity passage of time or the proposed transferee (which must be giving of notice or both, would constitute an Entity other than Borrower); (c) Borrower shall prepay a portion Event of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists Default under the Loan Documents; (ob) Any such request may be made no sooner than the later of (i) nine (9) months after the Closing or (ii) six (6) months after the completion of the most recent Release or Substitution (as defined below), and such written request must be received no later than twelve (12) months prior to the maturity date of the Loans; (c) Each Release Property shall consist of an Individual Property, and each Release shall involve no more than one (1) Individual Property; (d) For each Release Property, the applicable Borrower shall have paid to Lender the “Release Price”, which shall be equal to (i) one hundred ten percent (110%) of the then unpaid principal balance of the Individual Loan Amount applicable to the Release Property (such amount shall herein be called the “Principal Payment Amount”), plus (ii) the applicable Prepayment Premium (based on the Principal Payment Amount), plus (iii) all accrued interest with respect to the Individual Loan applicable to the Release Property and all accrued and unpaid charges with respect to the Loans; (e) The Principal Payment Amount shall be applied to pay in full the principal balance due with respect to the Individual Loan applicable to the Release Property, and Lender, in its discretion, shall apply the portion of the Principal Payment Amount which is in excess of the then outstanding principal balance of the Individual Loan applicable to the Release Property to one of more of the other Individual Loans applicable to the other Individual Properties; (f) Lender shall have determined that, following the Release, the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) shall be at least equal to 1.75 to 1.00. In the event that the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) is less than the required level, then Borrowers shall have the right, subject to payment of the applicable Prepayment Premium, to pay Lender the amount necessary to increase the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) to the required level; (g) Lender shall have determined that following the Release, the Loan to Value Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) shall not exceed fifty percent (50%). In the event the Loan to Value Ratio with respect to the remainder of the Security Pool (excluding the Release Property) exceeds the required level, then Borrowers shall have the right, subject to payment of the Prepayment Premium, to pay Lender the amount necessary to reduce the Loan to Value Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) to the required level; (h) At the time the applicable Borrower makes its written request to Lender for a Release, such Borrower shall pay to Lender a processing non-refundable administrative fee of $20,000 for 25,000 (the Release“Release Administrative Fee”). The Release Administrative Fee shall be deemed earned by Lender upon its receipt by Lender and shall not be applied to the Principal Payment Amount, the Prepayment Premium, or any other amounts due under the Loan Documents; (pi) Whether or not the Release is actually occursconsummated, Borrower Borrowers shall pay to Lender all escrow, closing and recording charges and taxes including, but not limited to, the cost of preparing and delivering releases, any re-conveyance documentation and modifications of the Loan Documents, including legal fees and costs, fees and the cost of any title insurance endorsements that Lender may require, any expenses associated incurred by Lender in connection with the Release, including without limitation, Lender's reasonable attorney's fees and costsany sums then due and payable under the Loan Documents; and (qj) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description At least thirty percent (30%) of the Premises total EBITDA (defined below) from the remaining Property (excluding the Release Property), as calculated by Lender, shall come from any combination of the following Individual Properties: (i) Eagle Brook, (ii) Ruffled Feathers, (iii) ▇▇▇▇▇ Ranch, (iv) Superstition Springs, (v) Foothills, (vi) Ancala, and (vii) Arrowhead (CO); (k) Lender shall have determined, that following the Release, the aggregate unpaid principal balance of the Loans shall be greater than fifty-five percent (55%) of the original aggregate principal amount of Monthly Payment the Loans; and (l) Such other terms and conditions as a result of the Release and any paydownLender shall reasonably require.

Partial Release. At any time before (a) The parties acknowledge that the Indebtedness Release Parcel is paid being encumbered by the Lien of the Mortgage solely by reason of the fact that the Release Parcel has not been legally subdivided and is not a separate tax lot and that it is the intent of the parties to release the Release Parcel upon the completion of the subdivision and Borrower's compliance with the provisions of this Section 10.24. Provided no Event of Default shall have occurred and remain uncured and provided Borrower desires to transfer title to the Release Parcel to an entity in full, which the REIT has at least a twenty percent (20%) direct or indirect ownership interest and whose day-to-day operations are controlled by the REIT. Borrower shall have the right to request obtain a Release ("Release") of not more than two release of the four buildings comprising lien of the Premises, including Mortgage (and related land and parking areas, from Loan Documents) as to the lien secured Release Parcel for development by such entity consistent with other properties owned or operated by the Mortgage and all other Loan Documents REIT and, if necessary to satisfy the conditions set forth in this Section 10.24, a modification of the REA in connection with such release (the "Release ParcelREA AMENDMENT"); provided ) upon satisfaction of the following terms and conditions are satisfiedprecedent: (ai) Borrower shall provide Lender not less than thirty (30) days notice (A) giving a brief narrative description of the proposed use of any improvements to be constructed on the Release Parcel, and (B) specifying the date (the "RELEASE DATE") on which the partial release is to occur provided, however, that Borrower may postpone the result Release Date from time to time as long as the extended date is at least ten (10) Business Days after Notice of a sale of the Building(s)such extension; (b) Borrower delivers to Lender, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (cii) Borrower shall prepay deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, that if a portion Securitization of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the any portion of the Loan tied has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the Release Parcel as reasonably determined by Lender based on the relative values meaning of Section 860D of the buildings, Code as a result of the partial release pursuant to this Section 10.24 and shall, Lender shall provide to Borrower's counsel such documents as Borrower's counsel shall reasonably request in addition, pay order to Lender as yield maintenance protection, the Prepayment Premium, if applicablegive such opinion; (diii) Borrower timely furnishes shall have delivered to Lender an updated as-built survey Officer's Certificate certifying that the partial release pursuant to this Section 10.24 does not violate any of the remaining portion provisions of the Premises as security for Leases or the Loan and Operating Agreements, including, without limitation, provisions relating to the Improvements thereon availability of parking at the Property; (iv) Borrower shall have delivered to Lender (A) at Borrower's option, (x) an endorsement to the "Remaining Premises"Title Insurance Policy, (y) that an opinion of counsel (i) is in form and substance from counsel reasonably acceptable to Lender, and ) or (iiz) is acceptable to the title insurance company. The Remaining Premises shall be a certificate of an architect (from an architect reasonably acceptable to Lender and shall maintain its original access licensed to public roads it had prior practice in the State) indicating that each legal lot of the Release Parcel has been legally subdivided for zoning lot purposes from the remainder of the Property pursuant to such Release; a zoning lot subdivision in accordance with applicable law, (eB) Borrower timely furnishes to Lender at Borrower's option, (x) an endorsement updating to the Title Insurance Policy orPolicy, if (y) an endorsement is not available, a new ALTA standard loan title policy in the full amount opinion of the remaining principal balance of the Loan counsel (from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser counsel reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise or (z) a certificate of an architect (from an architect reasonably acceptable to Lender; Lender and licensed to practice in the State) indicating that the balance of the Property separately conforms to and is in material compliance with all applicable Legal Requirements pertaining to zoning and the subdivision and constitutes one or more separate tax lot(s), and (lC) Lease rollover an Officer's Certificate with supporting documentation indicating that either (y) sufficient parking remains on the remainder of the Property to comply with all Leases of such remainder and with all Operating Agreements and which is adequate for the Remaining Premises proper use and enjoyment of the balance of the Property or (z) reservations of parking (in any given calendar year favor of such remainder) in the Release Parcel are sufficient (when added to parking otherwise available to the remainder) to comply with all Leases of such remainder and with all Operating Agreements and which are adequate for the proper use and enjoyment of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by LenderProperty; (mv) The proposed use To the extent that an amendment to the REA is necessary to satisfy any of the requirements of this Section 10.24, Borrower shall have delivered a copy of any REA Amendment to be executed on or prior to the Release Date which will provide for any of the reservations required by Section 10.24(a)(iv) and which will otherwise conform to the other requirements of this Section 10.24 and may contain cross-easements for the benefit of the Release Parcel will not violate and the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description remainder of the Premises Property in respect of access, driveways, parking, utilities, drainage flows, storm and sanitary sewers, and other customary purposes. The REA Amendment will contain only those provisions which (x) are necessary or desirable to accommodate the amount of Monthly Payment as a result of the Release and any paydown.proposed development described in this

Partial Release. At any time before In the Indebtedness is paid event Borrowers desire to sell a Partial Release Parcel and in full, Borrower shall have connection therewith release such Partial Release Parcel from the right to request a Release ("Release") of not more than two Lien of the four buildings comprising the PremisesMortgage (each, including related land and parking areasa “Partial Release”), from then, upon not less than thirty (30) days’ prior written request, Administrative Agent (on behalf of Lenders) will release the lien secured by of the Mortgage and all other Loan Documents (the "against such Partial Release Parcel"); provided Parcel upon satisfaction of each of the following terms and conditions are satisfiedconditions: (a) the Release is the result of a sale As of the Building(sdate of ▇▇▇▇▇▇▇▇▇’ request for release and as of the date of the proposed release (the “Proposed Release Date”), no Default or Event of Default under any of the Loan Documents has occurred and is then continuing and Borrowers are not under a Cash Sweep Period; (b) Borrower delivers Borrowers shall have delivered to LenderAdministrative Agent and Lenders with respect to a Partial Release, no later than forty-five (45i) days prior to a copy of the estimated date sale contract and all amendments thereto, (ii) a copy of the proposed Releaseclosing statement to be executed by ▇▇▇▇▇▇▇▇▇ and the purchaser(s), written Notice of Borrower's intent to consummate and (iii) such information regarding the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower)purchaser(s) as Administrative Agent may reasonably request; (c) Borrower Administrative Agent shall prepay have received on the Proposed Release Date a portion prepayment of the unpaid principal balance of Term Loans in the Note in an amount equal to one hundred twenty five percent (120105%) of an amount the Allocated Amount attributable to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the portion applicable proportionate amount of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, Prepayment Premium shall be due and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicablepayable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security shall deliver, together with such request for the Loan Partial Release, a pro forma Compliance Certificate showing that both before and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior after giving effect to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Partial Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Debt Yield (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Parcel being released Date on a pro forma basis) shall be at least twelve percent (12.00%) and (ii) the reciprocal easement agreement referred Debt Service Coverage Ratio (calculated for the most recently ended twelve (12) month period prior to in the Proposed Release Date on a pro forma basis) is not less than 1.35 to 1.00, provided, that for purposes of this clause (i) below;d), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount. (ie) The execution and recording sale shall be to a bona fide purchaser that is not an Affiliate of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and Borrower in a bona fide cash sale transaction for not addressed by existing documents;less than fair market value. (jf) The Lease(s▇▇▇▇▇▇▇▇▇ and Guarantor shall have executed and delivered to Administrative Agent such reaffirmations and amendments to the Loan Documents as Administrative Agent may reasonably require in connection with such release; and (g) No more than five (5) Healthcare Facilities (taken in the aggregate with all other Partial Releases hereunder) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of released during the term of this Agreement (without Administrative Agent’s prior written consent in its discretion). (h) Upon receipt of the amounts set forth in clause (c) of this Section 2.7, the Administrative Agent shall have the right to proportionately reduce the Term Loan shall not be greater than twenty Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five percent (20105%) of the net rentable area, as determined by Lender; (m) The proposed use unfunded portion of the Delayed Draw Loans allocated to such Partial Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment so released as a result of the Release and any paydownset forth on Schedule 2.7.

Partial Release. At any time before Upon the Indebtedness is paid indefeasible payment in full, Borrower shall have the right to request a Release ("Release") of not more than two full of the four buildings comprising the PremisesLoan (including, including related land and parking areaswithout limitation, from the lien secured any Prepayment Amount or other amounts payable by the Mortgage Borrower with respect to such Loan) in accordance with the provisions of the Promissory Note evidencing such Loan, the security interest hereunder with respect to the Collateral shall terminate, and all the Secured Party, at the expense of the Borrower, will execute and deliver to the Borrower the proper instruments (including UCC partial release statements) acknowledging the termination of such security interest, and will duly assign, transfer and deliver (without recourse, representation or warranty) such of the Collateral as may be in the possession of the Secured Party and has not theretofore been sold or otherwise applied or released pursuant to this Security Agreement, to the Borrower, and shall take such other Loan Documents (action as the "Release Parcel"); provided Borrower may reasonably request to effectuate the following terms and conditions are satisfied: foregoing. Notwithstanding the foregoing to the contrary, Secured Party shall not be required to release its Lien as to any Collateral, unless either: (a) the Release is the result of a sale of the Building(s); (b) Borrower delivers to Lender, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent (120%) of an amount attributable to the portion of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released Consolidated FCCR of the Consolidated Pledged Stores which will not be released, exceeds 1.25 to 1.00 for the twelve (12) month period immediately preceding the date of payment of such Loan; and (ii) the reciprocal easement agreement referred aggregate indebtedness of Borrower to in Secured Party (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and accessor its Affiliates or assigns), if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Premises, and lessees shall have no defenses with respect to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) Consolidated Pledged Stores which shows the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall will not be greater released is less than twenty seventy percent (2070.0%) of the net rentable areavalue of such Consolidated Pledged Stores, as determined based upon a current appraisal performed by Lender; such appraisal firm regularly employed by Secured Party; and (mb) The proposed use the release of the Release Parcel will Collateral and Pledged Store would not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender result in a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change decrease in the description Consolidated FCCR calculated in clause (a)(i) above, or in the loan-to-value ratio calculated in (a)(ii) above (calculated by first including the Unit FCCR and loan-to-value ratio of the Premises Pledged Store, and the amount of Monthly Payment as a result of the Release and any paydownthen excluding such amounts).

Partial Release. At In the event that Mortgagor wishes to sell the Mortgaged Property, and if the Adjacent Premises is not be sold simultaneously, and provided that neither Mortgagor nor the owner of the Adjacent Premises is in default in the performance of any time before of their respective obligations under this Mortgage or any other loan documents relating to this Mortgage or the Indebtedness is paid in fullmortgage on the Adjacent Premises, Borrower shall and (i) the leases of the Adjacent Premises have the right to request a Release remaining term of at least two ("Release"2) years, or (ii) if any leases have a remaining term of not more less than two (2) years, ▇▇▇▇▇▇▇ Industrial, LLC shall enter into a lease of such space for the four buildings comprising remainder of such two (2) year period (the Premisesterm of which shall commence upon expiration of such existing lease(s), including related land unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage as to the Mortgaged Property and parking areas, from the lien secured by the Mortgage and to release all other Loan Documents (the "Release Parcel"); provided the following terms and conditions are satisfied: (a) the Release is the result of a sale of the Building(s); (b) Borrower delivers to Lender, no later than forty-five (45) days prior security interests related to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay Mortgaged Property for a portion of the unpaid principal balance of the Note payment in an amount equal to one hundred twenty percent the greater of: (120%1) of an amount attributable to the portion (a) 48.64% of the Loan tied to the Release Parcel as reasonably determined by Lender based on the relative values of the buildings, and shall, in addition, pay to Lender as yield maintenance protection, the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey of the remaining portion of the Premises as security for the Loan and the Improvements thereon (the "Remaining Premises") that (i) is in form and substance reasonably acceptable to Lender, and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount of the remaining outstanding principal balance of the Loan Loan, if third party tenants have remaining term of at least two (2) years, or (b) 53.51% of the outstanding principal balance of the Loan, if a lease from ▇▇▇▇▇▇▇ Industrial, LLC has been required; or (2) an issuer and amount sufficient that the Adjacent Premises is in form and substance reasonably acceptable to Lender insuring compliance with the continued first lien priority financial covenants set forth in Section 10 of the Mortgage on with respect to the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases on the Release Parcel, there will be no reduction in the rentals under the Lease(s) on the Remaining Adjacent Premises, and lessees shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason together with payment of any default or act prepayment and/or swap breakage fee which may be due as a result of lessor under the leases relating such prepayment. If required by Mortgagee, an updated appraisal to the Release Parcel. The debt yield utilizing the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal of the Remaining Premises (prepared by an appraiser reasonably acceptable to Lender) which shows confirm compliance with the loan to value ratio on the Remaining Premises is not more than 55% and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year covenant may be required. Upon release of the remainder Mortgaged Property, Mortgagor shall be automatically released from all obligations under the Note and every other document or instrument relating to the Loan except for any obligations which expressly survive the payment of the term Loan; and ▇▇▇▇▇▇▇ Industrial, LLC shall be released from all obligations under its Non-Recourse Guaranty of the Loan shall not be greater than twenty percent (20%) as they pertain to the Mortgaged Property, except for any obligations which expressly survive the payment of the net rentable area, Loan. The liability of Mortgagor shall remain in full force and effect as determined by Lender; (m) The proposed use of the Release Parcel will not violate the provisions of any REA pertaining to the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay remaining balance due and all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment obligations as they pertain to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result of the Release and any paydownAdjacent Premises.

Partial Release. At any time before (a) Upon not less than thirty (30) days’ prior written notice from Borrower, Lender shall release (the Indebtedness is paid in full, Borrower shall have the right to request a Release ("“Partial Release"”) of not more than two of the four buildings comprising the Premises, including related land and parking areas, from the lien secured by of this Instrument that portion of the Mortgage Property known as the “North Block” and all other Loan Documents more particularly described in Exhibit D attached hereto (the "“Release Parcel"”), provided that (i) at the time such request is made and at the time of the Partial Release, there is no Event of Default under the Documents; provided (ii) Borrower pays to Lender at the following terms and conditions are satisfied: time of the release an amount equal to the sum of (a) the Release is the result of a sale of the Building(s); (b) Borrower delivers an amount equal to Lender, no later than forty-five (45) days prior to the estimated date of the proposed Release, written Notice of Borrower's intent to consummate the Release; along with the identity of the proposed transferee (which must be an Entity other than Borrower); (c) Borrower shall prepay a portion 28.8% of the unpaid principal balance of the Note in an amount equal to one hundred twenty percent Loan at that time (120%the “North Parcel Allocated Loan Amount”) of an amount attributable plus (b) the Prepayment Premium applicable to the portion North Parcel Allocated Loan Amount; plus (c) all accrued interest with respect to the North Parcel Allocated Loan Amount, (iii) Borrower delivers to Lender, at Borrower’s sole cost, such title insurance coverage as Lender may deem reasonably necessary to insure that this Instrument remains a valid first lien against the remainder of the Property (the “Remaining Property”), with access to all of the public sidewalks surrounding the Remaining Property and with access at the same access points as exist on the date hereof to the publicly dedicated streets of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, subject only to such exceptions to title as were evidenced in the title policy insuring this Instrument, current taxes due but not yet payable, such exceptions approved in writing by Lender after the date hereof, and such other exceptions as may be approved by Lender, in its sole discretion; (iv) Lender shall have received evidence satisfactory to it that the Debt Service Coverage Ratio (using the Debt Service Coverage Ratio and NOI definitions contained in Section 5.02) is at least 1.60 to 1.00 for the preceding twelve (12) month period and Lender receives satisfactory evidence that this Debt Service Coverage Ratio will be maintained for the next succeeding twelve (12) months with respect to the Remaining Property; (v) the Loan to Value Ratio (as defined in Section 5.02) of the Loan tied (after the payment of the North Parcel Allocated Loan Prudential Loan No. 706108495 Clarendon Center/Deed of Trust 28 Amount) to the Remaining Property shall not exceed fifty-five percent (55%); (vi) Lender shall have received satisfactory evidence that both the Release Parcel and the Remaining Property shall be in compliance with all applicable laws, ordinances, rules and regulations, including, but not limited to, lot split and platting requirements, building codes, subdivision, zoning, and land use laws; (vii) Lender shall have received satisfactory evidence that both the Release Parcel and the Remaining Property will constitute separate real estate tax parcels, and accordingly each will be separately taxed and assessed; (viii) any space lease applicable to the Release Parcel as reasonably determined by Lender based shall be separate from all space leases applicable to the Remaining Property and any lease on the relative values Remaining Property shall not be dependent on or tied in any way to any space lease on the Release Parcel; (ix) Borrower shall pay, at the time of the buildingsrequest for the Partial Release, a servicing fee of $10,000 and shallLender’s legal fees and disbursements and expenses incurred in connection with the request for the Partial Release whether or not the request for the Partial Release is granted by Lender; (x) Lender shall have determined, in additionits sole discretion, pay to Lender as yield maintenance protection, that the Prepayment Premium, if applicable; (d) Borrower timely furnishes to Lender an updated as-built survey Remaining Property will have all of the remaining portion underground parking below the Remaining Property (which is comprised of 460 spaces) and no other property or property owner shall be granted an easement to use any of such 460 parking spaces under the Premises as security Remaining Property except for the Loan and the Improvements thereon an easement (the "Remaining Premises") that (i) is in form and substance reasonably acceptable satisfactory to Lender, ) for use by the public and (ii) is acceptable to the title insurance company. The Remaining Premises shall be reasonably acceptable to Lender and shall maintain its original access to public roads it had prior to such Release; (e) Borrower timely furnishes to Lender an endorsement updating the Title Insurance Policy or, if an endorsement is not available, a new ALTA standard loan title policy in the full amount customers of the remaining principal balance of the Loan from an issuer and in form and substance reasonably acceptable to Lender insuring the continued first lien priority of the Mortgage on the Remaining Premises subject only to those exceptions previously approved by Lender; (f) Borrower timely furnishes to Lender evidence that the Remaining Premises is one or more complete lots and continues to satisfy all of the applicable building ordinances, zoning laws, parking requirements, building restrictions, set back lines and all other applicable rules and regulations of all governmental bodies having jurisdiction over the Remaining Premises; (g) Borrower timely furnishes to Lender evidence that the Release Parcel is separately assessed from the Remaining Premises or that the separate assessment procedures have been initiated (with evidence of same provided to Lender); (h) If applicable, Borrower shall furnish evidence that SanDisk has consented to (i) the Release Parcel being released and (ii) the reciprocal easement agreement referred to in (i) below; (i) The execution and recording of a reciprocal easement agreement reasonably acceptable to Lender that addresses how the Remaining Premises and the Release Parcel share parking and access, if necessary and not addressed by existing documents; (j) The Lease(s) shall continue separate and independent from any leases retail tenants on the Release Parcel, there will be no reduction ; (xi) Lender shall have received evidence satisfactory to Lender that all necessary Tenant approvals (if any) have been obtained in connection with the rentals Partial Release; (xii) Borrower and any guarantor shall reaffirm their respective obligations under the Lease(sDocuments; (xiii) on the Remaining PremisesPartial Release shall not affect any obligations of Borrower or any guarantor under the Documents, except that the monthly principal and lessees interest payment amount due under Section 1(b) of the Note shall be adjusted in accordance with the provisions of Paragraph 1(e) of the Note; (xiv) Borrower shall have no defenses to the leases or right of offset against the rentals payable thereunder by reason of any default or act of lessor under the leases relating to created easements for utilities, signage, drainage, parking, ingress and egress and other appropriate purposes in, on and over the Release Parcel. The debt yield utilizing Parcel for the then outstanding balance of the Loan and the annual net operating income from Lease(s) on the Remaining Premises that have remaining terms of at least one (1) year shall be at least 12%; (k) Borrower timely furnishes to Lender, at Borrower's expense, a new MAI appraisal benefit of the Remaining Premises Property to the extent required by Lender and such easements shall be insured as appurtenances in Lender’s title insurance policy via appropriate endorsements; and (prepared by xv) Lender shall receive an appraiser reasonably acceptable to Lender) which shows the loan to value ratio on the Remaining Premises is not more than 55% updated survey and is otherwise reasonably acceptable to Lender; (l) Lease rollover for the Remaining Premises in any given calendar year of the remainder of the term of the Loan shall not be greater than twenty percent (20%) of the net rentable area, as determined by Lender; (m) The proposed use legal descriptions of the Release Parcel and the Remaining Property. Notwithstanding anything contained herein to the contrary, if after payment of the North Parcel Allocated Loan Amount the financial tests set forth in clauses (iv) and (v) above would not be satisfied, then Borrower shall have the right to increase the North Parcel Allocated Loan Amount to the amount that would need to be repaid in order to cause the conditions set forth in clauses (iv) and (v) to be satisfied. (b) This Section 5.03 shall be personal to the original Borrower under the Loan, and no transferee (including, but not limited to a transferee pursuant to Section 5.02) shall have any rights under this Section 5.03. (c) In the event there is Damage to only the Release Parcel or a Taking involving only the Release Parcel, and Lender elects, pursuant to Section 3.07(b) or 3.08(c), to apply the insurance proceeds or the Award to payment of the Obligations (the “Application Election”), then Borrower may elect, by written notice to Lender within 10 days after Borrower has been given notice of the Application Election by Lender, to obtain the Partial Release so long as Borrower complies with all the requirements of Section 5.03(a) above. In such event Borrower will not violate be entitled to a credit against the payment of the North Parcel Allocated Loan Amount equal to the net payment received by Lender pursuant to Section 3.07(b)(iii)(2)(A) or Section 3.08(c)(2)(A) (the “Paydown Credit”). No Prepayment Premium will be due in connection with the Paydown Credit, but Borrower will be required to pay a Prepayment Premium on the difference between the North Parcel Allocated Loan Amount and the Paydown Credit. (d) Notwithstanding the provisions of Section 3.05(d) above, Lender agrees to consider in good faith requests from Borrower for Lender’s consent to any REA pertaining to easements over the Remaining Premises; (n) No default then exists under the Loan Documents; (o) Borrower shall pay to Lender a processing fee of $20,000 Property for the Release; (p) Whether or not the Release actually occurs, Borrower shall pay all costs, fees and expenses associated with the Release, including without limitation, Lender's reasonable attorney's fees and costs; and (q) Borrower shall execute an amendment to the Loan Documents evidencing the change in the description of the Premises and the amount of Monthly Payment as a result benefit of the Release and any paydown.Parcel in connection with the Partial Release. Prudential Loan No. 706108495 Clarendon Center/Deed of Trust