This Agreement waives certain, usually unnecessarily cumbersome, provisions in the loan document, and provides for the release of the Borrower and the real estate collateral. This Agreement is only between the Servicer and the Borrower and is simultaneous within the remainder of the documents. The Servicer and Borrower are the parties.

This agreement covers the Borrower’s assignment of the Loan, as of the closing date, to the Successor Borrower. The Servicer, Borrower, and Successor Borrower are all parties to it. It divides liability under the loan; the Borrower’s liability ends as of Closing Date, and the Successor Borrower begins as of the Closing Date. The Borrower may still retain certain specific liabilities, such as environmental. The Borrower also makes some representation and warranties as to the defeasance transaction. The Successor Borrower picks up all liability for the qualification and sufficiency of the Securities. While the Borrower has purchased the Securities, under this document the Borrower assigns the Securities to the Successor Borrower, and they become the property of the Successor Borrower, subject to the Pledge.

This Agreement pledges the Securities, which replace the real estate, to the custodian to hold for the benefit of the CMBS Lender. It is between the Successor Borrower, the Servicer, and the Securities Intermediary.

This Agreement sets up the account which holds the cash from the Securities and makes the loan payments every month. It is among the Borrower, the Securities Intermediary and Custodian, the Successor Borrower, and the Servicer. It recognizes that simultaneously the Borrower has transferred the securities and its future obligations to the Successor Borrower.