This Release Letter is being provided to you pursuant to that certain Bailee Letter, dated as of ​ (the “Bailee Letter”), by and among ​ (“​”), ​ (“​”), [​], as ​ (“​”), and ​, as bailee (the “Bailee”). All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Bailee Letter.

“Bailee Letter”: A bailee letter substantially in the form of Exhibit 10 attached hereto.

This Bailee Letter supersedes any letter agreement or other agreement or arrangement that may exist between Bailee and ​ or Bailee and ​ with respect to the matters set forth in this Bailee Letter. No deviation in performance of the terms of any previous agreement between Bailee and any of the undersigned shall alter any of Bailee’s duties or responsibilities as set forth herein.

Please confirm that the foregoing specifies the terms of this Bailee Letter by signing and returning the enclosed copy of this Bailee Letter.

Bailee undertakes to perform only such duties and obligations as are specifically set forth in this Bailee Letter, it being expressly understood by the parties hereto that there are no implied duties or obligations under this Bailee Letter. Neither Bailee nor any of its officers, directors, employees or agents shall be liable, directly or indirectly, for any damages or expenses arising out of the services performed under this Bailee Letter other than damages which result from the gross negligence, bad faith or willful misconduct of it or them. In no event will Bailee or any of its officers, directors, employees or agents be liable for any consequential, indirect or special damages.

EXHIBIT # FORM OF BAILEE LETTER

This Bailee Letter shall terminate after # delivery of a Release Letter to Bailee from Owner, # execution of a custody or bailee arrangement between Bailee and ​, as of or after the date of such Release Letter, relating to all Assets, Asset Documentation or Asset Documents purchased by ​, or delivery to ​ or its designee upon its written direction, and # all other Assets, Asset Documentation or Asset Documents held hereunder and not otherwise purchased by ​ are redelivered to ​ on behalf of Owner.

The Bailee hereby confirms that it is holding each such Purchased Asset File as agent and bailee for the exclusive use and benefit of Administrative Agent, on behalf of Buyers, pursuant to the terms of the Bailee Letter.

Provided however, that in connection with any aforementioned permanent Mortgage Loan on a Multifamily Property originated by the Borrower pursuant to a Fannie Mae credit facility, in lieu of delivering a bailee letter in the form attached to the Credit Facility Agreement as Exhibit N-33], Borrower shall cause Fannie Mae’s counsel to deliver to Lender a bailee letter based on Fannie Mae’s then current form bailee letter, as revised to include the following provision:

Landlord’s Access Agreements/Bailee Letters. Each Grantor shall use commercially reasonable efforts to obtain as soon as practicable after the date hereof with respect to each location where such Grantor maintains Pledged Collateral, a bailee letter and/or landlord access agreement, as applicable, and use commercially reasonable efforts to obtain a bailee letter, landlord access agreement and/or landlord’s lien waiver, as applicable, from all such bailees and landlords, as applicable, who from time to time have possession of Pledged Collateral in the ordinary course of such Grantor’s business and if requested by Lender. Such documentation will not be required if the value of Pledged Collateral held by such bailee is less than $10,000, provided that the aggregate value of Pledge Collateral held by all bailees who have not delivered such documentation is less than $100,000 in the aggregate.