Common use of Defeasance Clause in Contracts

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). . (a) This Section 11.12 12 will apply if in the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject . This Section 12 will be of no effect if this Note is assigned to Section 11.12(a) and (c), Borrower will have a REMIC trust on or after the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan Cut-off Date or if this Note is not assigned to a REMIC trust. (iib) During Section 5 of this Note is amended by adding a new paragraph at the Lockout Period. (iii) After the expiration end of the Defeasance Period. (iv) After Lender has accelerated the maturity Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the unpaid principal balance of, accrued interest on, and other amounts payable under, Mortgaged Property from the Note lien of the Security Instrument pursuant to Section 11 11.12 of the Note. (b) Borrower Loan Agreement, the Indebtedness will give be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires as to close collateral for the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor BorrowerIndebtedness. (c) The Defeasance Notice must be accompanied Section 9 of this Note is amended by adding a $10,000 non-refundable fee new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (“Defeasance Fee”). If Lender does not receive other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance FeeClosing Date, then Borrowerwhether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s right only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to obtain Defeasance pursuant to that Defeasance Notice will terminatethe collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (id) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If Borrower timely pays ▇▇▇▇▇▇▇▇ obtains a release of the Defeasance FeeMortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, but Borrower fails all Notices, demands and other communications required or permitted to perform its other obligations under be given pursuant to this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower Note will be released from all further obligations under this Section 11given in accordance with the Pledge Agreement.

Defeasance. Borrower shall not be permitted at any time to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, after the date which is two (Section Applies if 2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan is Assigned to REMIC Trust Prior to (a “Full Defeasance”) or a portion of the Cut-off DateLoan (a “Partial Defeasance”). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, andin either case, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditionsconditions precedent: (a) Borrower will not have the right to obtain Any Full Defeasance at any or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan on the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Borrower prior to the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with Borrower’s giving of such notice and revocation, (c) Borrower shall have paid to Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including the Defeasance Release Date, (d) Borrower shall pay to Lender all reasonable out-of-pocket fees and expenses associated with the Full Defeasance or Partial Defeasance, as applicable (including, without limitation, fees of Rating Agencies and accountants, and fees incurred in connection with the delivery of opinion letters related to such Full Defeasance or Partial Defeasance, as applicable), reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due and payable under the Loan Documents, (e) Borrower shall either deposit with Lender an amount equal to the Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance Collateral. In connection with the foregoing, Borrower appoints Lender as Borrower’s agent for the purpose of applying the Defeasance Deposit to purchase the Defeasance Collateral, (f) Borrower shall execute and deliver to Lender all documents reasonably required by Lender (i) in the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (A) one promissory note in a principal amount equal to 125% of the Allocated Loan Amount of the Individual Property to be defeased (the “Defeased Note”); and (B) the other promissory note having a principal balance equal to the Allocated Loan Amounts of all Individual Properties (including the Individual Property being defeased) less the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have terms identical to the terms of the Note, except for the principal balance and a pro rata allocation of the Required Debt Service Payment. Neither a Full Defeased Note nor a Defeased Note may be the subject of any further defeasance; after a Partial Defeasance, all references herein and in the other Loan Documents to “Note” shall be deemed to mean the Undefeased Note, unless expressly provided otherwise, (g) Borrower shall deliver to Lender the following timesitems: (i) If a security agreement, in form and substance satisfying the Loan is not assigned to Prudent Lender Standard, creating a REMIC trust.first priority perfected Lien on the Defeasance Deposit and the Defeasance Collateral (the “Security Agreement”), (ii) During for execution by Lender, a release of each applicable Individual Property being defeased from the Lockout Period.lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located, (iii) After an Officer’s Certificate of Borrower certifying that the expiration requirements set forth in this Section 2.10 have been satisfied including, without limitation, that no Event of the Defeasance Period.Default has occurred and is continuing, (iv) After an opinion of counsel in form and substance satisfying the Prudent Lender Standard stating, among other things, (A) that, the Defeasance Collateral has been duly and validly assigned and delivered to Lender and Lender has accelerated a first priority perfected security interest in and Lien on the maturity Defeasance Deposit and a first priority perfected security interest in and Lien on the Defeasance Collateral and the Proceeds thereof and (B) that the subject Partial Defeasance will not adversely affect the status of any REMIC formed in connection with a Secondary Market Transaction, and (v) such other certificates, documents or instruments as Lender may reasonably request including, without limitation, (A) written confirmation from the relevant Rating Agencies that such Partial Defeasance will not cause any Rating Agency to withdraw, qualify or downgrade the then-applicable rating on any security issued in connection with any Secondary Market Transaction and (B) a certificate from an Independent certified public accountant certifying that the Defeasance Collateral complies with all of the unpaid principal balance ofrequirements of this Section 2.10, (h) In the case of a Partial Defeasance, accrued interest onthe Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and other amounts payable under(ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate.and (i) If In the case of a Partial Defeasance, the RevPAR with respect to the Individual Properties securing the Undefeased Note shall be equal to or greater than (i) RevPAR with respect to all of the Individual Properties as of the Closing Date, and (ii) RevPAR with respect to all of the Individual Properties for the trailing twelve (12) months immediately prior to such Partial Defeasance, each as determined in accordance with the Prudent Lender Standard. Upon compliance with the requirements of this Section 2.10, the Individual Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable Mortgage, and shall thereafter no longer be subject to restrictions on transfer set forth herein. In connection with a defeasance of the Loan, Borrower timely pays shall assign to an entity, which entity which shall be a Special-Purpose Entity (the Defeasance Fee“Successor Obligor”), but Borrower fails to perform its other all of Borrower’s obligations under this Sectionthe Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security Agreement, together with the pledged Defeasance Collateral. The Successor Obligor shall assume, in a writing or writings satisfying the Prudent Lender will have the right to retain the Defeasance Fee as liquidated damages for Standard, all of Borrower’s default obligations under the Full Defeased Note or the Defeased Note, as the case may be, the other Loan Documents and the Security Agreement and, upon such assignment, Borrower shall, except as provided in Section 11.12(d)(iiset forth herein, be relieved of its obligations hereunder. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition to such defeasance, such additional legal opinions from Borrower’s or Successor Obligor’s counsel as Lender reasonably deems necessary to confirm the valid creation and authority of the Successor Borrower (including a non-consolidation opinion), the assignment and assumption of the Loan, the Security Agreement and the Defeasance Collateral between Borrower will be released from and Successor Borrower, and the enforceability of the assignment documents and of the Loan Documents as the obligation of Successor Borrower. Borrower shall pay all further obligations under out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 112.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). . (a) This Section 11.12 will 12 shall apply if in the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject . This Section 12 shall be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date. (b) Section 11.12(a) and (c), Borrower will have 5 of this Note is amended by adding a new paragraph at the right to defease the Loan in whole (“Defeasance”) and obtain the end thereof as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the Lien lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 44 of the Note. (b) Borrower will give Security Instrument, the Indebtedness shall be secured by the Pledge Agreement and reference shall be made to the Pledge Agreement for other rights of Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires as to close collateral for the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor BorrowerIndebtedness. (c) The Defeasance Notice must be accompanied Section 9 of this Note is amended by adding a $10,000 non-refundable fee new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 44 of the Security Instrument, Borrower shall have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (“Defeasance Fee”). If Lender does not receive other than any liability under Section 18 of the Security Instrument for events that occur prior to the Defeasance FeeClosing Date, then Borrowerwhether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s right only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to obtain Defeasance pursuant to that Defeasance Notice will terminatethe collateral held by Lender under the Pledge Agreement as security for the Indebtedness. (id) Section 21(a) of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower timely pays ▇▇▇▇▇▇▇▇ obtains a release of the Defeasance FeeMortgaged Property from the lien of the Security Instrument pursuant to Section 44 of the Security Instrument, but Borrower fails all Notices, demands and other communications required or permitted to perform its other obligations under be given pursuant to this Section, Lender will have Note shall be given in accordance with the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which Lender receives the Defeasance Notice is received by LenderNotice. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Defeasance. If both of these conditions are met, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which Lender receives the Defeasance Notice is received by LenderNotice. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the Cut-off Date). This Section 11.12 will apply if right at any time after the Note is assigned to a REMIC trust Release Date and prior to the Cut-off Date, and, subject Maturity Date to Section 11.12(a) and (c), Borrower will have the right to voluntarily defease the entire Loan in whole (“Defeasance”) and obtain the a release of the Mortgaged Property from the Lien lien of the Security Instrument upon by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total Defeasance Event”), subject to the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesconditions precedent: (i) If Borrower shall provide Lender not less than thirty (30) days notice (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the Loan “Total Defeasance Date”) on which the Total Defeasance Event is not assigned to a REMIC trust.occur; (ii) During Unless otherwise agreed to in writing by Lender, Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the Lockout Period.Loan to and including the Total Defeasance Date (provided, that, if such Total Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of principal and interest due on the Loan to and including the next occurring Monthly Payment Date); (B) all other sums, if any, due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Total Defeasance Date (or, if the Total Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Total Defeasance Event, the release of the lien of Security Instrument on the Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note or the Total Defeasance Event; (iii) After Borrower shall deposit the expiration of Total Defeasance Collateral into the Defeasance Period.Collateral Account and otherwise comply with the provisions of Section 2.8(d) hereof; (iv) After Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Total Defeasance Collateral; (v) Borrower shall deliver to Lender (i) an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has accelerated a legal and valid perfected first priority security interest in the maturity Defeasance Collateral Account and the Total Defeasance Collateral; (B) the Total Defeasance Event will not result in a deemed exchange for purposes of the unpaid principal balance of, accrued interest on, IRS Code and other amounts payable under, will not adversely affect the status of the Note pursuant to Section 11 as indebtedness for federal income tax purposes; and (C) delivery of the NoteTotal Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; and (ii) a REMIC Opinion with respect to the Total Defeasance Event; (vi) If required by Lender, Borrower shall deliver to Lender a Rating Agency Confirmation as to the Total Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (viii) Borrower shall deliver a certificate of a nationally recognized public accounting firm or any other firm acceptable to Lender certifying that the Total Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; and (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request. (b) If Borrower will give Lender Notice (“has elected to defease the entire Loan and the requirements of this Section 2.8 have been satisfied, the Property shall be released from the lien of the Security Instrument and the Total Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Loan. In connection with the release of the lien, Borrower desires shall submit to close the Defeasance. The Defeasance Closing Date specified by Borrower may Lender, not be more than 60 calendar days, nor less than 30 calendar daysthirty (30) days prior to the Total Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), after the date on which the Defeasance Notice is received a release of lien (and related Loan Documents) for execution by Lender. Lender will acknowledge receipt Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting the rights of the Defeasance Notice and will state releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Feerelease, then Borrowertogether with an Officer’s right to obtain Defeasance pursuant to Certificate certifying that Defeasance Notice will terminate. such documentation (i) If Borrower timely pays is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the Defeasance Feeterms of this Agreement. Except as set forth in this Article 2, but Borrower fails no repayment, prepayment or defeasance of all or any portion of the Loan shall cause, give rise to perform its other obligations under this Section, Lender will have the a right to retain require, or otherwise result in, the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11release of the lien of the Security Instrument.

Defeasance. (i) Notwithstanding any provisions of this Section Applies if Loan is Assigned to REMIC Trust Prior 2.4 to the Cut-off Date). This contrary, including, without limitation, subsection (a) of this Section 11.12 will apply if the Note is assigned to a REMIC trust 2.4, at any time other than prior to the Cutexpiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-off two (42) months after the Closing Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain may cause the release of the Mortgaged Property from the Lien lien of the Security Instrument Mortgage and the other Loan Documents upon the satisfaction of each of the following conditions: (aA) no Event of Default shall exist under any of the Loan Documents; (B) not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower will not shall have the right (i) to obtain cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s costs and expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all other sums due under the Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance at Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) (i) direct non-callable obligations of, or guaranteed as to timely payment by, the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and as close as possible to (but in no event later than) all successive Scheduled Payment Dates occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due on the Maturity Date) for the balance of the term hereof (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender has a perfected security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable to a prudent institutional lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); and (6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the following times: (i) If the Loan is not assigned to a REMIC trustSecurities. (ii) During Upon compliance with the Lockout Periodrequirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (iii) After Upon the expiration release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance PeriodCollateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (B) pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreement. (iv) After In no event shall Lender has accelerated have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the maturity Loan, except that Lender shall notify Borrower if any REMIC Prohibition Period is in effect with respect to the Loan after receiving any notice described in Section 2.4(b)(i)(B); provided, however, that the failure of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant Lender to Section 11 of the Note. (b) so notify Borrower will give shall not impose any liability on Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which or grant Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s any right to obtain Defeasance pursuant to that Defeasance Notice will terminatedefease the Loan during any such REMIC Prohibition Period. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender ▇▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which ▇▇▇▇▇▇ receives the Defeasance Notice is received by LenderNotice. Lender ▇▇▇▇▇▇ will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then Borrower▇▇▇▇▇▇▇▇’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (a) At any time during the period commencing on (i) the first Business Day after the date that is the earlier of (A) two (2) years after the "startup day," within the meaning of Section Applies if Loan is Assigned to REMIC Trust Prior to 860G(a)(9) of the Cut-off DateCode, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code (a "REMIC"). This Section 11.12 will apply if , that holds the Mortgage Note is assigned to a REMIC trust prior to and (B) three (3) years after the Cut-off Closing Date, and, subject and ending on (ii) the Anticipated Repayment Date (such period being sometimes referred to Section 11.12(a) and (cherein as the "DEFEASANCE PERIOD"), Borrower and provided no Event of Default has occurred and is continuing (other than an Event of Default that will have the right to defease the Loan in whole (“Defeasance”) and obtain be cured by the release of the a Mortgaged Property or Mortgaged Properties from the Lien of the Security Instrument upon Documents pursuant to the provisions of SECTION 7.1.3 hereof), Borrower may voluntarily defease all or any portion of the Loan by providing Lender with the Defeasance Deposit (hereinafter, a "DEFEASANCE EVENT"). Each Defeasance Event by the Borrower shall be subject to the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesconditions precedent: (i) If Borrower shall provide not less than twenty (20) days prior written notice to Lender specifying a regularly scheduled payment date (the Loan "DEFEASANCE DATE") on which the Defeasance Event is not assigned to a REMIC trust.occur. Such notice shall indicate the principal amount of the Mortgage Note to be defeased; (ii) During Borrower shall pay to Lender all accrued and unpaid interest on the Lockout Period.principal balance of the Mortgage Note to but not including the Defeasance Date. If for any reason the Defeasance Date is not a regularly scheduled payment date, the Borrower shall also pay interest that would have accrued on the Mortgage Note through the next regularly scheduled payment date; (iii) After Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, due under the expiration of Mortgage Note, this Agreement, the Defeasance Period.Mortgage, and the other Loan Documents; (iv) After Borrower shall pay to Lender the required Defeasance Deposit for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the defeased portion of the original Note (the "DEFEASED NOTE") and the other note having a principal balance equal to the undefeased portion of the Note (the "UNDEFEASED NOTE"). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance. A Defeased Note cannot be the subject of any further Defeasance Event; (vi) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this provision of this SECTION 2.5 (the "DEFEASANCE SECURITY AGREEMENT"); (vii) Borrower shall deliver an opinion of counsel for Borrower in form satisfactory to Lender in its sole discretion stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Mortgage Note or Defeased Note (as applicable) to the Successor Borrower, that Lender has accelerated a perfected first priority security interest in the maturity Defeasance Deposit and the U.S. Obligations delivered by Borrower, that such Defeasance will not adversely affect the status of the unpaid principal balance of, accrued entity holding the interest on, in the Mortgage Note as a REMIC (assuming for such purpose that such entity otherwise qualifies as a REMIC) and other amounts payable under, that such Defeasance will not result in a deemed exchange of the Note Certificates pursuant to Section 11 1001 of the NoteCode; (viii) Borrower shall deliver a Rating Comfort Letter from the Rating Agencies in connection with the Defeasance Event. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a Substantive Non-Consolidation Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this SECTION 2.5(a) have been satisfied; (x) Borrower shall deliver to Lender a certificate of Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit will generate monthly amounts equal to or greater than the required Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including any costs and expenses associated with a release of the Lien of the Mortgage as provided in SECTION 2.8 hereof or SECTION 2.9 hereof, as applicable, as well as reasonable attorneys' fees and expenses. (b) In connection with each Defeasance Event, Borrower will give hereby appoints Lender Notice (“as its agent and attorney-in-fact for the purpose of using the Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) Deposit to purchase U.S. Obligations which provide payments on which Borrower desires to or prior to, but as close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar daysas possible to, nor less than 30 calendar days, all successive Due Dates after the date Defeasance Date upon which interest payments are required under the Mortgage Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on which such Due Dates under the Mortgage Note or the Defeased Note, as applicable, and assuming such Mortgage Note or Defeased Note is paid in full on the Anticipated Repayment Date (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Defeasance Notice is Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Cash Collateral Account (unless otherwise directed by Lender. Lender will acknowledge receipt ) and applied to satisfy the obligations of Borrower under the Defeasance Notice and will state in such receipt whether Lender will designate Mortgage Note or the Successor Borrower or will permit Borrower to designate the Successor BorrowerDefeased Note, as applicable. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which Lender receives the Defeasance Notice is received by LenderNotice. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this SectionSection 11.12, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(aa) Provided no Event of Default shall have occurred and (c)remain uncured, Borrower will shall have the right at any time after the Release Date to voluntarily defease the entire Loan and obtain a release of the lien of the Mortgage by providing Lender with the Defeasance Collateral (hereinafter, a "Defeasance Event") upon satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days notice (or such shorter period of time permitted by Lender in its sole discretion) specifying a date (the "Defeasance Date") on which the Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Defeasance Date and (B) all other sums then due and payable under the Note, this Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Sections 2.5.2 and 2.5.3 hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) Borrower shall deliver to Lender opinions of counsel for Borrower that are standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral, (B) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of a Defeasance Event pursuant to this Section 2.5.1, (C) the Defeasance Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes, (D) delivery of the Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law and (E) a non-consolidation opinion with respect to the Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Event; (vii) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this Section 2.5.1 (a) have been satisfied; (viii) Borrower shall deliver a certificate of a "big five" or other nationally recognized public accounting firm acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as the Rating Agencies may require; and (x) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the Defeasance Event, including Lender's reasonable out-of-pocket attorneys' fees and expenses and Rating Agency fees and expenses. (b) If Borrower has elected to defease the Loan in whole (“Defeasance”) Note and obtain the release requirements of this Section 2.5.1 have been satisfied, the Mortgaged Property shall be released from the Lien of the Mortgage and the Defeasance Collateral pledged pursuant to the Security Instrument upon Agreement shall be the satisfaction sole source of each collateral securing the Note. In connection with the release of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any Lien of the following times: Mortgage, Borrower shall submit to Lender, not less than thirty (30) days prior to the Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), an assignment or release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in New York, New York and that contains standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer's Certificate certifying that such documentation (i) If the Loan is not assigned to a REMIC trust. in compliance with all Legal Requirements, and (ii) During will effect such release in accordance with the Lockout Period. (iii) After terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the expiration release of the Defeasance Period. (iv) After Lender has accelerated the maturity Lien of the unpaid principal balance Mortgage, including Lender's reasonable out-of-pocket attorneys' fees. Except as set forth in Section 2.4 and this Section 2.5, accrued interest onno repayment, and other amounts payable underprepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the Note pursuant to Section 11 release of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt lien of the Defeasance Notice and will state in such receipt whether Lender will designate Mortgage on the Successor Borrower or will permit Borrower to designate the Successor BorrowerProperty. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, premium, interest or additional amounts, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Seventh Supplemental Indenture and the operation of Article Five of this Seventh Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Seventh Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). a) This Section 11.12 11.13 will apply only if (i) Section 1.07 of this Loan Agreement provides for Defeasance and (ii) the Note is assigned to a REMIC trust prior to the Cut-off Date. (b) If the conditions specified in Section 11.13(a) are met, and, then subject to Section 11.12(aSections 11.13(b)(i) and (c11.13(b)(iii), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (ai) Borrower will not have the right to obtain Defeasance at any of the following times: (iA) If the Loan is not assigned to a REMIC trust. (iiB) During the Lockout Period. (iiiC) After the expiration of the Defeasance Period. (ivD) After Lender ▇▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Note Section 11 of the Note5(f). (bii) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which ▇▇▇▇▇▇ receives the Defeasance Notice is received by LenderNotice. Lender ▇▇▇▇▇▇ will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (ciii) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)) for Lender’s processing of the Defeasance. If Lender does not timely receive the Defeasance Fee, then Borrower▇▇▇▇▇▇▇▇’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (iA) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this SectionSection 11.13, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii11.13(b)(iii)(B), Borrower will be released from all further obligations under this Section 11.Section

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender ▇▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which ▇▇▇▇▇▇ receives the Defeasance Notice is received by LenderNotice. Lender ▇▇▇▇▇▇ will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then Borrower▇▇▇▇▇▇▇▇’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this SectionSection 11.12, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Sixteenth Supplemental Indenture and the operation of Article Five of this Sixteenth Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Sixteenth Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will 44 shall apply if in the event the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a44(a) and (c)) below, Borrower will shall have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien lien of the Security this Instrument upon the satisfaction of each of the following conditions: (a) Borrower will shall not have the right to obtain Defeasance at any of the following times: (i) If if the Loan is not assigned to a REMIC trust.; (ii) During during the Lockout Period.Period (as defined in the Note); (iii) After after the expiration of the Defeasance Period.Period (as defined in the Note); or (iv) After after Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 6 of the Note. (b) Borrower will shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (the “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will shall terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Sectionhereunder, Lender will shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii44(d)(ii), Borrower will shall be released from all further obligations under this Section 1144. Borrower acknowledges that Lender will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the executed Defeasance Notice. Borrower agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Instrument, of the damages Lender will incur by reason of Borrower’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, Borrower agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by Lender in reliance on the executed Defeasance Notice, within 5 Business Days after Borrower receives a written demand for payment, accompanied by a statement, in reasonable detail, of Lender’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender and to any Rating Agencies then providing ongoing ratings with respect to any Securitization, with regard to nonconsolidation of the assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by Lender, an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time), (2) the qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) unless waived by Lender, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (viii) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender; (ix) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Loan (other than any liability under Section 18 of this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date) and Successor Borrower shall assume all remaining obligations; (x) Forms of all documents necessary to release the Mortgaged Property from the liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xi) such other opinions, certificates, documents or instruments as Lender may reasonably request. (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by Borrower, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Scheduled Debt Payments. Unless otherwise agreed in writing by Lender, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor Borrower’s assumption of Borrower’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the review and preparation of the Pledge Agreement and of the other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); reasonable Attorneys’ Fees and Costs; and a processing fee to cover Lender’s administrative costs to process Borrower’s Defeasance request. Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates will be incurred.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will 44 shall apply if in the event the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a44(a) and (c)) below, Borrower will shall have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien lien of the Security this Instrument upon the satisfaction of each of the following conditions: (a) Borrower will shall not have the right to obtain Defeasance at any of the following times: (i) If if the Loan is not assigned to a REMIC trust.; (ii) During during the Lockout Period.Period (as defined in the Note); (iii) After after the expiration of the Defeasance Period.Period (as defined in the Note); or (iv) After Lender after ▇▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 6 of the Note. (b) Borrower will shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender ▇▇▇▇▇▇ will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (the “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will shall terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Sectionhereunder, Lender will ▇▇▇▇▇▇ shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii44(d)(ii), Borrower will shall be released from all further obligations under this Section 1144. Borrower acknowledges that ▇▇▇▇▇▇ will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the executed Defeasance Notice. ▇▇▇▇▇▇▇▇ agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Instrument, of the damages Lender will incur by reason of ▇▇▇▇▇▇▇▇’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, ▇▇▇▇▇▇▇▇ agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by ▇▇▇▇▇▇ in reliance on the executed Defeasance Notice, within 5 Business Days after ▇▇▇▇▇▇▇▇ receives a written demand for payment, accompanied by a statement, in reasonable detail, of ▇▇▇▇▇▇’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by ▇▇▇▇▇▇, an opinion of counsel for ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time), (2) the qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) if any certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by ▇▇▇▇▇▇, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (ix) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of ▇▇▇▇▇▇; (x) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Loan (other than any liability under Section 18 of this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date) and Successor Borrower shall assume all remaining obligations; (xi) Forms of all documents necessary to release the Mortgaged Property from the liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xii) such other opinions, certificates, documents or instruments as Lender may reasonably request; (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by ▇▇▇▇▇▇▇▇, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Scheduled Debt Payments. Unless otherwise agreed in writing by ▇▇▇▇▇▇, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor ▇▇▇▇▇▇▇▇’s assumption of Borrower’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the review and preparation of the Pledge Agreement and of the other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); the cost incurred by Lender to obtain a Rating Confirmation contemplated hereunder; reasonable Attorneys’ Fees and Costs; and a processing fee to cover ▇▇▇▇▇▇’s administrative costs to process Borrower’s Defeasance request. Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates will be incurred.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations and the obligations of the Subsidiary Guarantors discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under this Indenture, the Note is assigned to a REMIC trust prior to Guarantees and the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Security Documents (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.02. (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17 and clause (iv) of Section 5.01 of this Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified option notwithstanding its prior exercise of its Covenant Defeasance option. In the event the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by Borrower exercising its Legal Defeasance option or its Covenant Defeasance option, the obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c) (other than with respect to Article 5 (except for clause (iv) thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(h) or 6.01(i). Upon satisfaction of the conditions set forth herein and will state upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance FeeIssuer’s obligations in Sections 7.07, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate8.06 and 8.07 shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, premium, interest or additional amounts, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Sixth Supplemental Indenture and the operation of Article Five of this Sixth Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Sixth Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (a) At any time during the period commencing on (i) the first Business Day after the date that is the earlier of (A) two years after the "startup day," within the meaning of Section Applies if Loan 860G(a)(9) of the Code, of a "real estate mortgage investment conduit," within the meaning of Section 860d of the Code (a "REMIC"), that holds the Mortgage Note and (B) three years after the Closing Date, and ending on (ii) the date that is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust three (3) months prior to the Cut-off Date, and, subject Anticipated Repayment Date (such period being sometimes referred to Section 11.12(a) and (cherein as the "DEFEASANCE PERIOD"), Borrower and provided no Event of Default has occurred and is continuing (other than on Event of Default that will have the right to defease the Loan in whole (“Defeasance”) and obtain be cured by the release of the a Mortgaged Property or Mortgaged Properties from the Lien of the Security Instrument upon Documents pursuant to the provisions of Section 7.1.3 hereof), Borrower may voluntarily defease all or any portion of the Loan by providing Lender with the Defeasance Deposit (hereinafter, a "DEFEASANCE EVENT"). Each Defeasance Event by the Borrower shall be subject to the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesconditions precedent: (i) If Borrower shall provide not less than twenty (20) days prior written notice to Lender specifying a regularly scheduled payment date (the Loan "DEFEASANCE DATE") on which the Defeasance Event is not assigned to a REMIC trust.occur. Such notice shall indicate the principal amount of the Mortgage Note to be defeased; (ii) During Borrower shall pay to Lender all accrued and unpaid interest on the Lockout Period.principal balance of the Mortgage Note to but not including the Defeasance Date. If for any reason the Defeasance Date is not a regularly scheduled payment date, the Borrower shall also pay interest that would have accrued on the Mortgage Note through the next regularly scheduled payment date; (iii) After Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, due under the expiration of Mortgage Note, this Agreement, the Defeasance Period.Mortgage, and the other Loan Documents; (iv) After Borrower shall pay to Lender the required Defeasance Deposit for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the defeased portion of the original Note (the "DEFEASED NOTE") and the other note having a principal balance equal to the undefeased portion of the Note (the "UNDEFEASED NOTE"). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance. A Defeased Note cannot be the subject of any further Defeasance Event; (vi) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this provision of this SECTION 2.5 (THE "DEFEASANCE SECURITY AGREEMENT"); (vii) Borrower shall deliver an opinion of counsel for Borrower in form satisfactory to Lender in its sole discretion stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Mortgage Note or Defeased Note (as applicable) to the Successor Borrower, that Lender has accelerated a perfected first priority security interest in the maturity Defeasance Deposit and the U.S. Obligations delivered by Borrower, that such Defeasance will not adversely affect the status of the unpaid principal balance of, accrued entity holding the interest on, in the Mortgage Note as a REMIC (assuming for such purpose that such entity otherwise qualifies as a REMIC) and other amounts payable underthat such Defeasance will not result in a deemed exchange of the Certificates pursuant to SECTION 1001 of the Code; (viii) Borrower shall deliver a Rating Comfort Letter from the Rating Agencies in connection with the Defeasance Event. If required by the applicable Rating Agencies, the Note pursuant Borrower shall also deliver or cause to Section 11 be delivered a Substantive Non-Consolidation Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this SECTION 2.5(a) have been satisfied; (x) Borrower shall deliver to Lender a certificate of Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit will generate monthly amounts equal to or greater than the required Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including any costs and expenses associated with a release of the NoteLien of the Mortgage as provided in SECTION 2.8 hereof or SECTION 2.9 hereof, as applicable, as well as reasonable attorneys' fees and expenses. (b) In connection with each Defeasance Event, Borrower will give hereby appoints Lender Notice (“as its agent and attorney-in-fact for the purpose of using the Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) Deposit to purchase U.S. Obligations which provide payments on which Borrower desires to or prior to, but as close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar daysas possible to, nor less than 30 calendar days, all successive Due Dates after the date Defeasance Date upon which interest payments are required under the Mortgage Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on which such Due Dates under the Mortgage Note or the Defeased Note, as applicable, and assuming such Mortgage Note or Defeased Note is paid in full on the Anticipated Repayment Date (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Defeasance Notice is Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Cash Collateral Account (unless otherwise directed by Lender. Lender will acknowledge receipt ) and applied to satisfy the obligations of Borrower under the Defeasance Notice and will state in such receipt whether Lender will designate Mortgage Note or the Successor Borrower or will permit Borrower to designate the Successor BorrowerDefeased Note, as applicable. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to The Issuers at any time may terminate all their obligations under the Cut-off Date). This Section 11.12 will apply if Notes, the Note is assigned to a REMIC trust prior to Indenture, the Cut-off DateCollateral Documents and the Intercreditor Agreement, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain cause the release of all Liens on the Mortgaged Property from Collateral granted under such Collateral Documents (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes. The Issuers at any time may have the Lien on the Collateral granted under the Collateral Documents released and may terminate their obligations under the covenants described under “— Certain covenants,” the operation of the Security Instrument upon cross acceleration provision, the satisfaction bankruptcy provisions with respect to Significant Subsidiaries and the judgment default provision described under “— Defaults” and the undertakings and covenants contained under “— Change of each control” and with clause (4) of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any first paragraph under “— Merger, amalgamation, consolidation or sale of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice all or substantially all assets” (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Feecovenant defeasance”). If Lender does not receive the Defeasance FeeIssuers exercise their legal defeasance option or their covenant defeasance option, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance FeeHoldings, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower Intermediate Holdings and each Note Guarantor will be automatically released from all further of their obligations with respect to the Holdings Guarantee, the Intermediate Holdings Guarantee and the applicable Note Guarantee, as the case may be, with respect to the Notes. The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (5), (6) (with respect only to Significant Subsidiaries), (7) or (8) under this Section 11“— Defaults” or because of the failure of the Issuer to comply with the first clause (4) under “— Merger, amalgamation, consolidation or sale of all or substantially all assets.” In order to exercise either defeasance option with respect to the Notes, the Issuers must irrevocably deposit in trust (the “defeasance trust”) with the Trustee cash in U.S. dollars, U.S. dollar-denominated Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm engaged by the Issuer expressed in a written certification thereof delivered to the Trustee (insofar as any U.S. dollar-denominated Government Obligations are so included), for the payment of principal, premium (if any) and interest on the Notes to redemption or maturity, as the case may be; provided that upon any defeasance and subsequent redemption that requires the payment of the Applicable Premium, the amount deposited (with respect to the Applicable Premium) shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of deposit with the Trustee, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the redemption date. Any Applicable Premium Deficit shall be set forth in a certificate of an Officer of the Issuer delivered to the Trustee substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. In addition, the Issuers must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable federal income tax law). Notwithstanding the foregoing, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers. The Bank of New York Mellon Trust Company, N.A. is the Trustee under the Indenture and has been appointed by the Issuers as Registrar and a Paying Agent with regard to the Notes and has been appointed by the Issuers as the Collateral Agent with respect to the Notes. The Indenture will provide that it, the Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee and the Note Guarantees will be governed by, and construed in accordance with, the laws of the State of New York. The Collateral Documents (other than the Mortgages) and the Intercreditor Agreement will be governed by, and construed in accordance with, the laws of the State of New York. The Mortgages will be governed by, and construed in accordance with the laws of the state in which the applicable Premises is located.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 12.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a12.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which Lender receives the Defeasance Notice is received by LenderNotice. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii12.12(d)(ii), Borrower will be released from all further obligations under this Section 1112.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to a) In the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), event Borrower will have the right exercises its option to defease the Loan pursuant to Section 2.6 or is obligated to make a mandatory defeasance pursuant to Section 2.7(a), Borrower shall defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of compliance with the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesconditions precedent: (i) If the Loan delivery by Borrower of not less than 30 days' prior written notice to Lender specifying a regularly scheduled Payment Date (the "Defeasance Date") on which the Defeasance Deposit is not assigned to a REMIC trust.be made and the principal amount to be defeased; (ii) During the Lockout Period.payment to Lender of all scheduled interest and principal payments due and unpaid on the Defeasance Date; (iii) After the expiration with respect to defeasance of the Defeasance Period.Loan in whole pursuant to Section 2.6 only, the payment to Lender of all other sums due under the Note, the Mortgages and the other Loan Documents; (iv) After Lender has accelerated the maturity with respect to defeasance of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note Loan pursuant to Section 11 2.7(a) only, payment of all other amounts due under the Related Mortgage; (v) the payment to Lender of the Defeasance Deposit on the Defeasance Date; (vi) the delivery to Lender of: (A) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased on behalf of Borrower with the Defeasance Deposit in accordance with this provision of this Section 8.30 (the "Security Agreement"); 104 100 (B) with respect to defeasance of the Loan in whole pursuant to Section 2.6 only, releases for each of the Individual Properties from the Liens of the Related Mortgages, the Assignments of Leases, the Assignments of Agreements and UCC-1 financing statements (for execution by Lender) in forms appropriate for the jurisdiction in which each Individual Property is located; (C) with respect to defeasance of the Loan pursuant to Section 2.7(a) only, the releases described in Section 2.11(a) (for execution by Lender) in forms appropriate for the jurisdiction in which the applicable Individual Property is located; (D) an Officer's Certificate certifying that the requirements set forth in this Section 8.30 have been satisfied; (E) an opinion of counsel for Borrower in form reasonably satisfactory to Lender stating, among other things, that Lender has a perfected security interest in the Defeasance Deposit and a first priority perfected security interest in the U.S. Obligations purchased by Lender on behalf of Borrower; and (F) such other certificates, documents or instruments as Lender may reasonably request, including, without limitation, an opinion of counsel for Borrower in form reasonably satisfactory to Lender stating that such defeasance shall not affect the REMIC status of the REMIC Trust, and any other certificates, documents or instruments reasonably required in connection with a Securitization; and (vii) Lender shall have received confirmation in writing from the applicable Rating Agencies that such defeasance will not result in a qualification, withdrawal or downgrading of the ratings in effect immediately prior to such defeasance for any of the Certificates which are then outstanding, provided, however, the delivery of such confirmation by the applicable Rating Agencies shall be conditioned only upon the satisfaction of the conditions precedent for a defeasance as set forth in clauses (i) through (vi), as applicable. In connection with the conditions set forth above, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide Scheduled Defeasance 105 101 Payments, and Lender shall upon receipt of the Defeasance Deposit purchase such U.S. Obligations on behalf of Borrower. Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations shall be made directly to Lender and applied to satisfy the obligations of Borrower under the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires With respect to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt defeasance of the Defeasance Notice Loan in whole pursuant to Section 2.6, upon compliance with the requirements of Section 8.30(a), (i) the Mortgaged Property shall be released from the liens of the Mortgages, the Assignments of Leases, the Assignments of Agreements and will state in such receipt whether Lender will designate the Successor Borrower UCC-1 financing statements and (ii) the pledged U.S. Obligations shall be the sole source of collateral securing the Note. With respect to a defeasance to prepay the Loan pursuant to Section 2.7(a), upon compliance with the requirements of Section 8.30(a) the applicable Individual Property or will permit Borrower Properties shall be released pursuant to designate the Successor BorrowerSection 2.11(a). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive Any portion of the Defeasance Fee, then Deposit in excess of the amount necessary to purchase the U.S. Obligation required by Section 8.30(a) or to satisfy the other requirements of Section 8.30(a) shall be remitted to Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (id) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will shall have the right to retain assign to Lender (or, at Lender's option, to Lender's designee or nominee) and Lender (or such designee or nominee) shall have the Defeasance Fee as liquidated damages for Borrower’s default andobligation to assume, except as provided in Section 11.12(d)(ii), Borrower will be released from all further the obligations under this Section 11.the Loan Documents relating to the principal amount so defeased. [signature page follows] 106

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). . (a) This Section 11.12 will 12 shall apply if in the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject . This Section 12 shall be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date. (b) Section 11.12(a) and (c), Borrower will have 5 of this Note is amended by adding a new paragraph at the right to defease the Loan in whole (“Defeasance”) and obtain the end thereof as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the Lien lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 44 of the Note. (b) Borrower will give Security Instrument, the Indebtedness shall be secured by the Pledge Agreement and reference shall be made to the Pledge Agreement for other rights of Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires as to close collateral for the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor BorrowerIndebtedness. (c) The Defeasance Notice must be accompanied Section 9 of this Note is amended by adding a $10,000 non-refundable fee new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 44 of the Security Instrument, Borrower shall have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (“Defeasance Fee”). If Lender does not receive other than any liability under Section 18 of the Security Instrument for events that occur prior to the Defeasance FeeClosing Date, then Borrowerwhether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s right only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to obtain Defeasance pursuant to that Defeasance Notice will terminatethe collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (id) Section 21(a) of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower timely pays ▇▇▇▇▇▇▇▇ obtains a release of the Defeasance FeeMortgaged Property from the lien of the Security Instrument pursuant to Section 44 of the Security Instrument, but Borrower fails all Notices, demands and other communications required or permitted to perform its other obligations under be given pursuant to this Section, Lender will have Note shall be given in accordance with the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, premium, interest or additional amounts, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Thirteenth Supplemental Indenture and the operation of Article Five of this Thirteenth Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Thirteenth Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which Lender receives the Defeasance Notice is received by LenderNotice. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.right

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will 44 shall apply if in the event the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a44(a) and (c)) below, Borrower will shall have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien lien of the Security this Instrument upon the satisfaction of each of the following conditions: (a) Borrower will shall not have the right to obtain Defeasance at any of the following times: (i) If if the Loan is not assigned to a REMIC trust.; (ii) During during the Lockout Period.Period (as defined in the Note); (iii) After after the expiration of the Defeasance Period.Period (as defined in the Note); or (iv) After after Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 6 of the Note. (b) Borrower will shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (the “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will shall terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Sectionhereunder, Lender will shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii44(d)(ii), Borrower will shall be released from all further obligations under this Section 1144. Borrower acknowledges that Lender will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the executed Defeasance Notice. Borrower agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Instrument, of the damages Lender will incur by reason of Borrower’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, Borrower agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by Lender in reliance on the executed Defeasance Notice, within 5 Business Days after Borrower receives a written demand for payment, accompanied by a statement, in reasonable detail, of Lender’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by Lender, an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time), (2) the qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) if any certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by Lender, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (ix) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender; (x) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Loan (other than any liability under Section 18 of this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date) and Successor Borrower shall assume all remaining obligations; (xi) Forms of all documents necessary to release the Mortgaged Property from the liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xii) such other opinions, certificates, documents or instruments as Lender may reasonably request; (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by Borrower, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Scheduled Debt Payments. Unless otherwise agreed in writing by Lender, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor Borrower’s assumption of Borrower’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the review and preparation of the Pledge Agreement and of the other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); the cost incurred by Lender to obtain a Rating Confirmation contemplated hereunder; reasonable Attorneys’ Fees and Costs; and a processing fee to cover Lender’s administrative costs to process Borrower’s Defeasance request. Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates will be incurred.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will 44 shall apply if in the event the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a44(a) and (c)) below, Borrower will shall have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien lien of the Security this Instrument upon the satisfaction of each of the following conditions: (a) Borrower will shall not have the right to obtain Defeasance at any of the following times: (i) If if the Loan is not assigned to a REMIC trust.; (ii) During during the Lockout Period.Period (as defined in the Note); (iii) After after the expiration of the Defeasance Period.Period (as defined in the Note); or (iv) After after Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 6 of the Note. (b) Borrower will shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (the “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will shall terminate.. ‘ (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Sectionhereunder, Lender will shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii44(d)(ii), Borrower will shall be released from all further obligations under this Section 1144. Borrower acknowledges that Lender will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the executed Defeasance Notice. Borrower agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on·the date of this Instrument, of the damages Lender will incur by reason of Borrower’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, Borrower agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by Lender in reliance on the executed Defeasance Notice, within 5 Business Days after Borrower receives a written demand for payment, accompanied by a statement, in reasonable detail, of Lender’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by Lender, an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time), (2) the qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) if any certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by Lender, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (ix) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender; (x) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Loan (other than any liability under Section 18 of this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date) and Successor Borrower shall assume all remaining obligations; (xi) Forms of all documents necessary to release the Mortgaged Property from the liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xii) such other opinions, certificates, documents or instruments as Lender may reasonably request; (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by Borrower, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Scheduled Debt Payments. Unless otherwise agreed in writing by Lender, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor Borrower’s assumption of Borrower’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the review and preparation of the Pledge Agreement and of the other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); the cost incurred by Lender to obtain a Rating Confirmation contemplated hereunder; reasonable Attorneys’ Fees and Costs; and a processing fee to cover Lender’s administrative costs to process Borrower’s Defeasance request. Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates will be incurred.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will 44 shall apply if in the event the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a44(a) and (c)) below, Borrower will shall have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien lien of the Security this Instrument upon the satisfaction of each of the following conditions: (a) Borrower will shall not have the right to obtain Defeasance at any of the following times: (i) If if the Loan is not assigned to a REMIC trust.; (ii) During during the Lockout Period.Period (as defined in the Note); (iii) After after the expiration of the Defeasance Period.Period (as defined in the Note); or (iv) After Lender after L▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 6 of the Note. (b) Borrower will shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender L▇▇▇▇▇ will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (the “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will shall terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Sectionhereunder, Lender will L▇▇▇▇▇ shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii44(d)(ii), Borrower will shall be released from all further obligations under this Section 1144. Borrower acknowledges that L▇▇▇▇▇ will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the executed Defeasance Notice. B▇▇▇▇▇▇▇ agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Instrument, of the damages Lender will incur by reason of B▇▇▇▇▇▇▇’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, B▇▇▇▇▇▇▇ agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by L▇▇▇▇▇ in reliance on the executed Defeasance Notice, within 5 Business Days after B▇▇▇▇▇▇▇ receives a written demand for payment, accompanied by a statement, in reasonable detail, of L▇▇▇▇▇’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for B▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for B▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor B▇▇▇▇▇▇▇, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by L▇▇▇▇▇, an opinion of counsel for B▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time), (2) the qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) if any certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by L▇▇▇▇▇, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (ix) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of L▇▇▇▇▇; (x) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Loan (other than any liability under Section 18 of this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date) and Successor Borrower shall assume all remaining obligations; (xi) Forms of all documents necessary to release the Mortgaged Property from the liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xii) such other opinions, certificates, documents or instruments as Lender may reasonably request; (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by B▇▇▇▇▇▇▇, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Scheduled Debt Payments. Unless otherwise agreed in writing by L▇▇▇▇▇, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor B▇▇▇▇▇▇▇’s assumption of Borrower’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the review and preparation of the Pledge Agreement and of the other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); the cost incurred by Lender to obtain a Rating Confirmation contemplated hereunder; reasonable Attorneys’ Fees and Costs; and a processing fee to cover L▇▇▇▇▇’s administrative costs to process Borrower’s Defeasance request. Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates will be incurred.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, premium, interest or additional amounts, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Fifteenth Supplemental Indenture and the operation of Article Five of this Fifteenth Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Fifteenth Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior A. Notwithstanding anything to the Cut-off Date). This contrary contained in this Note, the Instrument or the Loan Documents, at any time (x) after the earlier of the 42nd month after the date hereof or the second (2nd) anniversary of the date that is the "STARTUP DAY," within the meaning of Section 11.12 will apply if 860G of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "CODE") of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code, that holds this Note and (y) before the date which is assigned to a REMIC trust ninety (90) days prior to the Cut-off DateMaturity Date (the "PERMITTED PREPAYMENT DATE"); and provided (unless Lender shall otherwise consent, and, subject to Section 11.12(ain its sole discretion) no event of default has occurred and (c)is continuing, Borrower will shall have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien lien of the Security Instrument and the other Loan Documents (such release, the "DEFEASANCE") upon the satisfaction of each the following conditions precedent (all of which conditions shall become covenants upon occurrence of the Defeasance): (i) Borrower shall provide to Lender not less than 30 days' prior written notice specifying a Payment Date on which the Defeasance Deposit (hereinafter defined) is to be made (the date so specified may be referred to as the "DEFEASANCE ELECTION DATE"). (ii) Borrower shall pay to Lender on the Defeasance Election Date all interest accrued and unpaid on the outstanding principal amount of this Note to the Defeasance Election Date and the scheduled principal amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable under this Note, the Instrument and the other Loan Documents. (iii) Borrower shall irrevocably deposit with Lender an amount of U.S. Government Securities (hereinafter defined) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due dates of the payments owing hereunder, cash in an amount sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to Lender (the "CPA CERTIFICATE"), to pay and discharge the Scheduled Defeasance Payments (hereinafter defined). The securities so deposited, together with any interest or other increase from the issuer of the securities earned thereon and any replacements thereof, shall be referred to herein as the "DEFEASANCE DEPOSIT." (iv) Borrower shall cause the following conditionsto be delivered to Lender on or prior to the Defeasance Election Date, all in form and substance satisfactory to Lender in its reasonable discretion: (a) Borrower will not have the right a security agreement, in form and substance satisfactory to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to Lender, creating a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of first priority lien on the Defeasance Period. Deposit (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note."DEFEASANCE SECURITY AGREEMENT"); (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower.CPA Certificate; (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive certificate of Borrower certifying that all requirements for the Defeasance Feeset forth herein have been satisfied; (d) an opinion of counsel for Borrower in form and substance satisfactory to Lender to the effect that (i) Lender has a perfected first priority security interest in the Defeasance Deposit, then Borrower’s right and (ii) the holder of this Note will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance and will be subject to obtain United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Defeasance pursuant had not occurred, and (iii) any holder, trustee or custodian of this Note which is a "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" within the meaning of Section 860D of the Code will not fail to maintain its status as such as a result of the Defeasance; (e) evidence in writing from the applicable rating agencies for any securitization transaction of which this Note is a part, to the effect that the Defeasance Notice will terminatenot result in a downgrading, withdrawal, or qualification of the ratings in effect immediately prior to such Defeasance for the then-outstanding securities issued in connection with such securitization; (f) evidence satisfactory to Lender that suitable arrangements have been made to maintain the existence of Borrower during the time thereafter when the Note shall be outstanding; and (g) such other certificates, documents or instruments as Lender may reasonably request or as may be required by the rating agencies referred to above. (v) Either (i) If Borrower timely pays shall deliver to Lender a certificate stating that at all times following the Defeasance, Borrower shall have no interest in any assets other than the Defeasance FeeDeposit, but or (ii) Borrower fails shall satisfy all of the requirements of Section C below. (vi) Borrower shall pay to perform its Lender all reasonable out-of-pocket costs and expenses (including, without limitation, attorneys' fees and disbursements) incurred or anticipated to be incurred by Lender in connection with the Defeasance. B. Upon compliance with the requirements of Section A above, Lender shall cause the Property to be released from the lien of the Instrument, the obligations hereunder and under the other obligations Loan Documents with respect to the Property shall no longer be applicable, the balance of each Subaccount shall be disbursed to Borrower and the Defeasance Deposit shall be the sole source of collateral securing this Note. Lender shall apply the Defeasance Deposit and the payments received therefrom to the payment of all scheduled principal and interest payments due on all successive payment dates under this Section, Lender will have the right to retain Note after the Defeasance Fee as liquidated damages for Election Date and the payment due on the maturity date specified in this Note (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower’s default and, except as provided in Section 11.12(d)(ii)pursuant to the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from the Defeasance Deposit shall be made directly to Lender and applied to satisfy the obligations of Borrower under this Note. C. If, after the Defeasance, Borrower will own any assets other than the Defeasance Deposit, Borrower shall establish or designate a single-purpose, bankruptcy-remote successor entity acceptable to Lender (the "SUCCESSOR BORROWER"), with respect to which a non-consolidation opinion satisfactory in form and substance to Lender and any applicable rating agencies shall be released from delivered to Lender and such rating agencies (if such a non-consolidation opinion was required of Borrower in connection with the origination of the indebtedness secured hereby) in which case Borrower shall transfer and assign to the Successor Borrower all further obligations obligations, rights and duties under this Note and the Defeasance Security Agreement, together with the pledged Defeasance Deposit. The Successor Borrower shall assume the obligations of Borrower under this Note and the Defeasance Security Agreement, and Borrower shall be relieved of its obligations hereunder and thereunder. Borrower shall pay not less than $1,000 to the Successor Borrower as consideration for assuming such Borrower obligations. D. As used herein, the term "U.S. GOVERNMENT SECURITIES" shall mean securities that are (i) direct obligations of the United States of America for the full and timely payment of which its full faith and credit is pledged or (ii) obligations of an entity controlled or supervised by and acting as an agency or instrumentality and guaranteed as a full faith and credit obligation which shall be fully and timely paid by the United States of America, which in either case are not callable or redeemable at the option of the issuer thereof (including a depository receipt issued by a bank (as defined in Section 113(a)(2) of the United States Securities Act)) as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the securities or the specific payment of principal of or interest on the securities evidenced by such depository receipt.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). . (a) This Section 11.12 12 will apply if in the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject . This Section 12 will be of no effect if this Note is assigned to Section 11.12(a) and (c), Borrower will have a REMIC trust on or after the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan Cut-off Date or if this Note is not assigned to a REMIC trust. (iib) During Section 5 of this Note is amended by adding a new paragraph at the Lockout Period. (iii) After the expiration end of the Defeasance Period. (iv) After Lender has accelerated the maturity Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the unpaid principal balance of, accrued interest on, and other amounts payable under, Mortgaged Property from the Note lien of the Security Instrument pursuant to Section 11 11.12 of the Note. (b) Borrower Loan Agreement, the Indebtedness will give be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires as to close collateral for the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor BorrowerIndebtedness. (c) The Defeasance Notice must be accompanied Section 9 of this Note is amended by adding a $10,000 non-refundable fee new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (“Defeasance Fee”). If Lender does not receive other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance FeeClosing Date, then Borrowerwhether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s right only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to obtain Defeasance pursuant to that Defeasance Notice will terminatethe collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (id) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subSection as follows: If Borrower timely pays ▇▇▇▇▇▇▇▇ obtains a release of the Defeasance FeeMortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, but Borrower fails all Notices, demands and other communications required or permitted to perform its other obligations under be given pursuant to this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower Note will be released from all further obligations under this Section 11given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which Lender receives the Defeasance Notice is received by LenderNotice. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 1111.12. Borrower acknowledges that Lender will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the Lien of the Security Instrument in reliance on the executed Defeasance Notice. Borrower agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Loan Agreement, of the damages Lender will incur by reason of Borrower’s default. (ii) If the Defeasance is not consummated on the Defeasance Closing Date for any reason, Borrower agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 11.12(d)(i)) incurred by Lender in reliance on the executed Defeasance Notice, within 5 Business Days after Borrower receives a written demand for payment, accompanied by a statement, in reasonable detail, of Lender’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 11.12 will be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance Notice. (e) No Event of Default has occurred and is continuing. (f) Borrower will deliver each of the following documents to Lender, in form and substance satisfactory to Lender, on or prior to the Defeasance Closing Date, unless Lender has issued a written waiver of its right to receive any such document: (i) One or more opinions of counsel for Borrower confirming each of the following: (A) Lender has a valid and perfected first Lien and first priority security interest in the Defeasance Collateral and the proceeds of the Defeasance Collateral. (B) The Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with its terms. (C) If, as of the Defeasance Closing Date, the Note is held by a REMIC trust, then each of the following is correct: (1) The Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time). (2) The qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance. (3) That there will be no imposition of a tax under applicable REMIC provisions as a result of the Defeasance. (D) The Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder. (ii) A written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date. (iii) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender. (iv) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), pursuant to which Borrower and any Guarantor (in each case, subject to satisfaction of all requirements under this Loan Agreement) will be relieved from liability in connection with the Loan to the extent described in Sections 7.05(b) and 7.05(c), respectively, and Successor Borrower will assume all remaining obligations. (v) Forms of all documents necessary to release the Mortgaged Property from the Liens created by the Security Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the Property Jurisdiction. (vi) Any other opinions, certificates, documents or instruments that Lender may reasonably request. (g) Borrower will deliver to Lender, on or prior to the Defeasance Closing Date, each of the following: (i) The Defeasance Collateral, which meets all of the following requirements: (A) It is owned by Borrower, free and clear of all Liens and claims of third-parties. (B) It is in an amount sufficient to provide for (1) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date, and (2) delivery of redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). (C) All redemption payments received from the Defeasance Collateral will be paid directly to Lender to be applied on account of the Scheduled Debt Payments occurring after the Defeasance Closing Date. (D) The pledge of the Defeasance Collateral will be effected through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws. (ii) All accrued and unpaid interest and all other sums due under the Note, this Loan Agreement and under the other Loan Documents, including all amounts due under Section 11.12(i), up to the Defeasance Closing Date.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any Article 13 of the following times: (i) If Base Indenture, relating to Legal Defeasance and Covenant Defeasance, shall apply to the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration Notes; provided, however, that for purposes of Section 13.3 of the Defeasance Period. (iv) After Lender has accelerated Base Indenture as it applies to the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable underNotes, the Note pursuant covenants set forth in Sections 6.02 and 6.03 hereof (and the related Events of Default) shall also be subject to covenant defeasance, as provided in the Base Indenture, in addition to the covenants specified in such Section 11 of the Note13.3, as modified by this Supplemental Indenture. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt Solely for purposes of the Defeasance Notice Notes, Section 13.3 of the Base Indenture is hereby amended by (1) replacing the phrase “the Issuer shall be released from its obligations” in the first sentence with the phrase “the Issuer and will state the Guarantors shall be released from their respective obligations” and (2) replacing the phrase “the Issuer may omit” in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate second sentence with the Successor Borrowerphrase “the Issuer and the Guarantors may omit.” (c) Solely for purposes of the Notes, Section 13.4(1) of the Base Indenture is hereby amended by replacing the phrase “The Issuer shall irrevocably” with the phrase “The Issuer or the Guarantors shall irrevocably.” (d) Solely for purposes of the Notes, Section 13.4(1) of the Base Indenture is hereby amended by adding the phrase “a nationally recognized investment bank, or a nationally recognized appraisal or valuation firm” after “a nationally recognized firm of independent public accountants.” (e) Solely for purposes of the Notes, Section 13.4(2) of the Base Indenture is hereby amended and restated in its entirety as follows: In the event of an election under Section 13.2, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this instrument, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, subject to customary assumptions and exclusions, the Holders of such Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit, Legal Defeasance Notice must and discharge to be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right effected with respect to obtain Defeasance pursuant to that Defeasance Notice will terminatesuch Securities. (if) If Borrower timely pays Solely for purposes of the Notes, Section 13.4(3) of the Base Indenture is hereby amended and restated in its entirety as follows: In the event of an election under Section 13.3, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, subject to customary assumptions and exclusions, the Holders of such Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance Feeto be effected with respect to such Securities. (g) Solely for purposes of the Notes, but Borrower fails Section 13.5 of the Base Indenture is hereby amended by replacing the phrase “pay to perform its other obligations under this Sectionthe Issuer from time to time” in the third paragraph with the phrase “pay to the Issuer or the Parent, Lender will as applicable, from time to time.” (h) Solely for purposes of the Notes, Section 13.6 of the Base Indenture is hereby amended by replacing the phrase “from which the Issuer has been discharged” with the phrase “from which the Issuer and the Guarantors have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11been discharged.”

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will 44 shall apply if in the event the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a44(a) and (c)) below, Borrower will shall have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien lien of the Security this Instrument upon the satisfaction of each of the following conditions: (a) Borrower will shall not have the right to obtain Defeasance at any of the following times: (i) If if the Loan is not assigned to a REMIC trust.; (ii) During during the Lockout Period.Period (as defined in the Note); (iii) After after the expiration of the Defeasance Period.Period (as defined in the Note); or (iv) After Lender after ▇▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 6 of the Note. (b) Borrower will shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender ▇▇▇▇▇▇ will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (the “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will shall terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Sectionhereunder, Lender will ▇▇▇▇▇▇ shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii44(d)(ii), Borrower will shall be released from all further obligations under this Section 1144. Borrower acknowledges that ▇▇▇▇▇▇ will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the executed Defeasance Notice. ▇▇▇▇▇▇▇▇ agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Instrument, of the damages Lender will incur by reason of ▇▇▇▇▇▇▇▇’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, ▇▇▇▇▇▇▇▇ agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by ▇▇▇▇▇▇ in reliance on the executed Defeasance Notice, within 5 Business Days after ▇▇▇▇▇▇▇▇ receives a written demand for payment, accompanied by a statement, in reasonable detail, of ▇▇▇▇▇▇’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by ▇▇▇▇▇▇, an opinion of counsel for ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time), (2) the qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) if any certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by ▇▇▇▇▇▇, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (ix) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of ▇▇▇▇▇▇; (x) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Loan (other than any liability under Section 18 of this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date) and Successor Borrower shall assume all remaining obligations; (xi) Forms of all documents necessary to release the Mortgaged Property from the liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xii) such other opinions, certificates, documents or instruments as Lender may reasonably request; (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by ▇▇▇▇▇▇▇▇, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Scheduled Debt Payments. Unless otherwise agreed in writing by ▇▇▇▇▇▇, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor ▇▇▇▇▇▇▇▇’s assumption of ▇▇▇▇▇▇▇▇’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the review and preparation of the Pledge Agreement and of the other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); the cost incurred by Lender to obtain a Rating Confirmation contemplated hereunder; reasonable Attorneys’ Fees and Costs; and a processing fee to cover ▇▇▇▇▇▇’s administrative costs to process Borrower’s Defeasance request. Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates will be incurred.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right Subject to obtain Defeasance clause (d) of this Section 9.2, Section 9.3 and Section 9.7, CE Generation may at any of the following timestime terminate: (i) If all of its obligations under the Loan is not assigned to a REMIC trust.Securities and this Indenture (the "Legal Defeasance Option"); or (ii) During (A) its obligations under any provision of Article 5 (except with respect to Section 5.3(a)) and (B) the Lockout Period. operation of clauses (iiic) After (except with respect to Section 5.3(a)) and (d) of Section 6.1 (the expiration "Covenant Defeasance Option"); provided that CE Generation may exercise the Legal Defeasance Option notwithstanding the prior exercise of the Covenant Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the NoteOption. (b) Borrower will give Lender Notice If CE Generation elects to exercise the Legal Defeasance Option and all applicable conditions set forth in clause (“Defeasance Notice”d) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close of this Section 9.2 are satisfied, payment of the Defeasance. The Defeasance Closing Date specified by Borrower Securities may not be more than 60 calendar daysaccelerated because of any Event of Default. If CE Generation elects to exercise the Covenant Defeasance Option and all applicable conditions set forth in clause (d) of this Section 9.2 are satisfied, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice and will state Securities may not be accelerated because of an Event of Default specified in such receipt whether Lender will designate the Successor Borrower clause (c) (except with respect to Section 5.3(a)) or will permit Borrower to designate the Successor Borrower(d) of Section 6.1. (c) The If CE Generation elects to exercise the Legal Defeasance Notice must be accompanied by a $10,000 non-refundable fee Option or the Covenant Defeasance Option and all applicable conditions set forth in clause (“Defeasance Fee”). If Lender does not receive d) of this Section 9.2 are satisfied, the Defeasance FeeTrustee shall, then Borrower’s right to obtain Defeasance upon request of CE Generation, acknowledge in writing the discharge of such obligations that CE Generation terminates pursuant to that this Section 9.2. (d) CE Generation may exercise its Legal Defeasance Notice will terminate.Option or its Covenant Defeasance Option only if the following conditions are satisfied: (i) If Borrower timely pays CE Generation irrevocably deposits (such deposit, the "Defeasance Deposit") in trust with the Trustee monies or US Government Obligations for the payment of principal of, premium (if any) and interest on the Securities to the final maturity date thereof or the Redemption Date therefor, as the case may be; (ii) CE Generation delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of the deposited US Government Obligations plus any deposited monies without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium (if any) and interest when due on all of the Securities to the final maturity date thereof or the Redemption Date there for, as the case may be; (iii) no Default or Event of Default (other than a Default or an Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Securities) shall have occurred and be continuing on the date of and after giving effect to the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain Deposit; (iv) the Defeasance Fee Deposit does not constitute a default under any other material agreement binding on CE Generation; (v) in the case of the Legal Defeasance Option, CE Generation shall have delivered to the Trustee an Opinion of Counsel to the effect that, or a court should hold that, the Holders will not recognize income, gain or loss for United States federal income tax purposes as liquidated damages a result of such defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred, which Opinion of Counsel shall be based upon an Internal Revenue Service ruling or a change in the applicable United States federal income tax law or United States Treasury regulations since the Closing Date; (vi) in the case of the Covenant Defeasance Option, CE Generation shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Borrower’s default United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax purposes on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; and (vii) CE Generation delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, except each stating that all conditions precedent to the defeasance and discharge of the Securities as provided contemplated in this Section 11.12(d)(ii9.2 have been complied with; (1) no Default under clause (a), Borrower (e) or (f) of Section 6.1 shall have occurred and be continuing on the date of and after giving effect to the Defeasance Deposit and (2) either (x) a notice of redemption has been mailed pursuant to Section 3.4 providing for redemption of all the Securities not more than forty (40) days after such mailing and the provisions of Article 3 with respect to such redemption shall have been complied with or (y) the final maturity date of the Securities will occur within forty (40) days. If the conditions set forth in the foregoing proviso are satisfied, CE Generation shall be released from all further obligations under this Section 11deemed to have exercised the Covenant Defeasance Option.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). . (a) This Section 11.12 12 will apply if in the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject . This Section 12 will be of no effect if this Note is assigned to Section 11.12(a) and (c), Borrower will have a REMIC trust on or after the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan Cut-off Date or if this Note is not assigned to a REMIC trust. (iib) During Section 5 of this Note is amended by adding a new paragraph at the Lockout Period. (iii) After the expiration end of the Defeasance Period. (iv) After Lender has accelerated the maturity Section as follows: If Borrower obtains a release of the unpaid principal balance of, accrued interest on, and other amounts payable under, Mortgaged Property from the Note lien of the Security Instrument pursuant to Section 11 11.12 of the Note. (b) Borrower Loan Agreement, the Indebtedness will give be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires as to close collateral for the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor BorrowerIndebtedness. (c) The Defeasance Notice must be accompanied Section 9 of this Note is amended by adding a $10,000 non-refundable fee new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (“Defeasance Fee”). If Lender does not receive other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance FeeClosing Date, then Borrowerwhether discovered before or after the Defeasance Closing Date), and Lender’s right only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be Lender’s exercise of its rights and remedies with respect to obtain Defeasance pursuant to that Defeasance Notice will terminatethe collateral held by Lender under the Pledge Agreement as security for the Indebtedness. (id) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If Borrower timely pays obtains a release of the Defeasance FeeMortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, but Borrower fails all Notices, demands and other communications required or permitted to perform its other obligations under be given pursuant to this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower Note will be released from all further obligations under this Section 11given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, premium, interest or additional amounts, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Eleventh Supplemental Indenture and the operation of Article Five of this Eleventh Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Eleventh Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior The Issuer at any time may terminate all of its obligations under the Second Priority Notes and the Indenture with respect to the Cut-off Dateholders of the Second Priority Notes (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Second Priority Notes, to replace mutilated, destroyed, lost or stolen Second Priority Notes and to maintain a registrar and Paying Agent in respect of the Second Priority Notes. This Section 11.12 will apply if The Issuer at any time may terminate its obligations under the Note is assigned covenants described under “— Certain Covenants” for the benefit of the holders of the Second Priority Notes, the operation of the cross acceleration provision, the bankruptcy provisions with respect to a REMIC trust prior Significant Subsidiaries, the judgment default provision and the security default provisions described under “— Defaults” (but only to the Cut-off Date, and, subject extent that those provisions relate to Section 11.12(athe Defaults with respect to the Second Priority Notes) and (c)the undertakings and covenants contained under “— Change of Control” and “— Merger, Borrower will have the right to defease the Loan in whole Amalgamation, Consolidation or Sale of All or Substantially All Assets” (“Defeasancecovenant defeasance”) and obtain for the release benefit of the Mortgaged Property from the Lien holders of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) Second Priority Notes. If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance ofIssuer exercises its legal defeasance option or its covenant defeasance option, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower each Subsidiary Guarantor will be released from all further of its obligations with respect to its Subsidiary Guarantee and the Security Documents so long as no Second Priority Notes are then outstanding. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Second Priority Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Second Priority Notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8), (9) or (10) under this Section 11“— Defaults” or because of the failure of the Issuer to comply with clause (4) under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets.” In order to exercise its defeasance option, the Issuer must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations deemed sufficient in the opinion of a nationally recognized firm of public accountants for the payment of principal, premium (if any) and interest on the Second Priority Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including (i) the passage of 123 days after the deposit, during which 123-day period no default occurs under clause (6) under “— Defaults” with respect to the Issuer, which default is continuing at the end of such period, and (ii) delivery to the Trustee of an Opinion of Counsel to the effect that holders of the Second Priority Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable federal income tax law); provided that in respect of any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations and the obligations of the Subsidiary Guarantors discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under this Indenture, the Note is assigned to a REMIC trust prior Guarantees and, with respect to the Cut-off DateNotes, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Security Documents (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, or interest or premium on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.02. (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15, 4.16 and clause (iv) of Section 5.01 of this Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified option notwithstanding its prior exercise of its Covenant Defeasance option. In the event the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by Borrower exercising its Legal Defeasance option or its Covenant Defeasance option, the obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c) (other than with respect to Article 5 (except for clause (iv) thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(h) or 6.01(i). Upon satisfaction of the conditions set forth herein and will state upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance FeeIssuer’s obligations in Sections 7.07, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate8.06 and 8.07 shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 10.27 will apply only if the Note provides for the option to defease the Loan (“Defeasance”) and the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions:. (a) Borrower will not have the right to obtain a Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 5 of the Note. (b) If the Note provides for Defeasance and it is assigned to a REMIC trust prior to the Cut-off Date, then, subject to Sections 10.27(a), 10.27(e), and 10.27(f) of this Loan Agreement, Borrower will have the right to a Defeasance and to obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (i) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which Lender receives the Defeasance Notice is received by LenderNotice. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (cii) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (iiii) No Event of Default has occurred and is continuing. (iv) Borrower delivers each of the following documents to Lender, in form and substance satisfactory to Lender, on or prior to the Defeasance Closing Date, unless Lender has issued a written waiver of its right to receive any such document: (A) One or more opinions of counsel for Borrower confirming each of the following: (1) Lender has a valid and perfected first Lien and first priority security interest in the Defeasance Collateral and the proceeds of the Defeasance Collateral. (2) The Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with its terms. (3) That each of the following is correct: (I) The Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time). (II) The qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance. (III) That there will be no imposition of a tax under applicable REMIC provisions as a result of the Defeasance. (4) That the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder. (B) A written certificate from an independent certified public accounting firm acceptable to Lender, confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date. (C) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender. (D) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), pursuant to which Borrower and any Guarantor (in each case, subject to satisfaction of all requirements under this Loan Agreement) will be relieved from liability in connection with the Loan, subject to continuing liability under Sections 6.12 and 10.02 for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date, and Successor Borrower will assume all remaining obligations. (E) Forms of all documents necessary to release the Mortgaged Property from the Liens created by the Security Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the Property Jurisdiction. (F) Any other opinions, certificates, documents or instruments that Lender may request. (v) Borrower will deliver to Lender, on or prior to the Defeasance Closing Date, each of the following: (A) The Defeasance Collateral, which meets all the following requirements: (1) It is owned by Borrower, free and clear of all Liens and claims of third-parties. (2) It is in an amount sufficient to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date, and (B) delivery of redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). (3) All redemption payments received from the Defeasance Collateral will be paid directly to Lender to be applied on account of the Scheduled Debt Payments occurring after the Defeasance Closing Date. (4) The pledge of the Defeasance Collateral will be effected through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws. (B) All accrued and unpaid interest and all other sums due under the Note, this Loan Agreement and under the other Loan Documents, including all amounts due under Section 10.23(­­b)(vi), up to the Defeasance Closing Date. (vi) Borrower will pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including Attorneys’ Fees and Costs for the review and preparation of the Pledge Agreement and of the other materials described in this Loan Agreement and any related documentation, Rating Agencies’ fees, or other costs related to the Defeasance). Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates that Lender will incur in connection with the Defeasance. (c) No Transfer Fee will be payable to Lender upon a Defeasance made in accordance with this Section 10.23. (d) All payments required to be made by Borrower to Lender pursuant to this Section 10.23 will be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance Notice. (e) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii10.23(f), Borrower will be released from all further obligations under this Section 1110.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note.. Multifamily Loan and Security Agreement – Seniors Housing Page 70 (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which Lender receives the Defeasance Notice is received by LenderNotice. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned a) Conditions to REMIC Trust Prior to Defeasance. Provided no Event of Default shall be continuing, Borrowers shall have the Cut-off Date). This Section 11.12 will apply if right on any Payment Date after the Note is assigned to a REMIC trust Release Date and prior to the Cut-off DatePermitted Prepayment Date to voluntarily defease the entire amount of the Principal (a “Full Defeasance”) or a portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, anda “Defeasance”) by providing Lender with the Defeasance Collateral (a “Defeasance Event”), subject to Section 11.12(athe satisfaction of the following conditions precedent: (1) Borrowers shall give Lender not less than thirty (30) days prior written notice specifying a Payment Date (the “Defeasance Date”) on which the Defeasance Event is to occur; (2) Borrowers shall pay to Lender (A) all payments of Principal and interest due on the Loan to and including the Defeasance Date and (B) all other sums, then due under the Note, this Agreement and the other Loan Documents; (3) Borrowers shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of subsections (b) and (c)) of this Section 2.3.3; (4) Borrowers shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (5) Borrowers shall deliver to Lender an opinion of counsel for Borrowers that is standard in commercial lending transactions and subject only to customary qualifications, Borrower assumptions and exceptions opining, among other things, that (i) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral, (ii) if a securitization has occurred, the REMIC Trust formed pursuant to such securitization will have not fail to maintain its status as a “real estate mortgage investment conduit” within the right meaning of Section 860D of the Code as a result of a Defeasance Event pursuant to defease this Section 2.3.3, (iii) the Loan Defeasance Event will not result in whole a deemed exchange for purposes of the Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes, (iv) delivery of the Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law and (v) a non-consolidation opinion with respect to the Successor Borrower; (6) In the case of a Partial Defeasance, the execution and delivery by Borrowers of all necessary documents to amend and restate the Note and issue two substitute notes: one having a principal balance equal to the defeased portion of the original Note (the “DefeasanceDefeased Note”) and obtain the release other having a principal balance equal to the undefeased portion of the Mortgaged Property from original Note (the Lien of “Undefeased Note”). The Defeased Note and Undefeased Note shall have terms identical to the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 terms of the Note, except for the principal balance and a pro rata allocation of the Monthly Debt Service Payment Amount. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to “Note” shall be deemed to mean the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance; (7) Borrowers shall deliver to Lender a Rating Comfort Letter as to the Defeasance Event; (8) Borrowers shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.3.3 have been satisfied; (9) Borrowers shall deliver a certificate of a “big four” or other nationally recognized public accounting firm acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (10) Borrowers shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (11) Borrowers shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the DefeasanceCollateral Account. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after On or before the date on which Borrowers deliver the Defeasance Notice Collateral, Borrowers shall open at any Eligible Institution the defeasance collateral account (the “Defeasance Collateral Account”) which shall at all times be an Eligible Account. The Defeasance Collateral Account shall contain only (i) Defeasance Collateral, and (ii) cash from interest and principal paid on the Defeasance Collateral. All cash from interest and principal payments paid on the Defeasance Collateral shall be paid over to Lender on each Payment Date and applied first to accrued and unpaid interest and then to Principal. Any cash from interest and principal paid on the Defeasance Collateral not needed to pay accrued and unpaid interest or Principal shall be retained in the Defeasance Collateral Account as additional collateral for the Loan. Borrowers shall cause the Eligible Institution at which the Defeasance Collateral is received by deposited to enter an agreement with Borrowers and Lender, satisfactory to Lender in its sole discretion, pursuant to which such Eligible Institution shall agree to hold and distribute the Defeasance Collateral in accordance with this Agreement. Lender will acknowledge receipt The Successor Borrower shall be the owner of the Defeasance Notice Collateral Account and will shall report all income accrued on Defeasance Collateral for federal, state and local income tax purposes in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)its income tax return. If Lender does not receive Borrowers shall prepay all cost and expenses associated with opening and maintaining the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays Collateral Account. Lender shall not in any way be liable by reason of any insufficiency in the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11Collateral Account.

Defeasance. (Section Applies if a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the right at any time after the Release Date to voluntarily defease the entire Loan is Assigned to REMIC Trust Prior to and obtain a release of the Cut-off Datelien of the Mortgage by providing Lender with the Defeasance Collateral (hereinafter, a “Defeasance Event”). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesconditions precedent: (i) If Borrower shall provide Lender not less than thirty (30) days prior written notice (or such shorter period of time if permitted by Lender in its reasonable discretion) specifying a date (the Loan “Defeasance Date”) on which the Defeasance Event is not assigned to a REMIC trust.occur; (ii) During Borrower shall pay to Lender (A) all payments of principal and interest due on the Lockout Period.Loan to and including the Defeasance Date (including, without limitation, interest accrued but not paid or payable through and including the Defeasance Date, if any) and (B) all other sums, then due under the Note, this Agreement, the Mortgage and the other Loan Documents; (iii) After the expiration of Borrower shall deposit the Defeasance Period.Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 2.5.3 and 2.5.4 hereof; (iv) After Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) Borrower shall 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, among other things, that (A) Lender has accelerated a legal and valid perfected first priority security interest in the maturity Defeasance Collateral Account and the Defeasance Collateral, (B) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the unpaid principal balance of, accrued interest onCode as a result of a Defeasance Event pursuant to this Section 2.5.1, and (C) if required by the Rating Agencies, a non consolidation opinion with respect to the Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.5.1 and in Section 2.5.3 and 2.5.4 have been satisfied; (viii) Borrower shall deliver a certificate of G▇▇▇▇ ▇▇▇▇▇▇▇▇ or a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts payable underequal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (x) Borrower shall pay all third-party, out-of-pocket costs and expenses of Lender actually incurred in connection with the Note pursuant to Section 11 of the NoteDefeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) If Borrower will give Lender Notice (“has elected to defease the Note and the requirements of this Section 2.5 have been satisfied, the Property shall be released from the lien of the Mortgage and the other Loan Documents and the Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the Lien, Borrower desires shall submit to close the Defeasance. The Defeasance Closing Date specified by Borrower may Lender, not be more than 60 calendar days, nor less than 30 calendar days, after the date on which fifteen (15) days prior to the Defeasance Notice Date (or such shorter time as is received acceptable to Lender in its reasonable discretion), a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located. In addition, Borrower shall provide all other documentation Lender will acknowledge receipt of the Defeasance Notice and will state reasonably requires to be delivered by Borrower in connection with such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Feerelease, then Borrowertogether with an Officer’s right to obtain Defeasance pursuant to Certificate certifying that Defeasance Notice will terminate. such documentation (i) If is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower timely pays shall pay all costs, taxes and expenses associated with the Defeasance Feerelease of the lien of the Mortgage, but Borrower fails including Lender’s reasonable attorneys’ fees actually incurred. Except as set forth in this Section 2.5 or Section 11.33 hereof, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to perform its other obligations under this Section, Lender will have the a right to retain require, or otherwise result in, the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11release of the Lien of the Mortgage on the Property.

Defeasance. (a) At any time after the date which is the earlier of (x) two years after the "startup day," within the meaning of Section Applies if Loan is Assigned to REMIC Trust Prior to 860G(a)(9) of the Cut-off DateIRC, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the IRC (a "REMIC"). This Section 11.12 will apply , that holds the SC Note (if the SC Note is assigned has been ----- transferred to a REMIC trust prior to the Cut-off DateSeptember 23, and, subject to Section 11.12(a1998) and (c)y) September 23, Borrower will have 2000, but prior in either case to the right Optional Prepayment Date, SC may defease such Lien to defease the Loan in whole (“Defeasance”) and obtain cause the release of the Mortgaged SC Property from such Lien by providing the Lien of Lender with funds in an amount equal to the Security Instrument Defeasance Deposit upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If not less than 30 days' notice to the Loan Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is not assigned to a REMIC trust.------------ be made; (ii) During the Lockout Period.payment to the Lender of interest accrued and unpaid on the principal balance of the SC Note and all other SC Debt due through and including the Release Date; (iii) After the expiration payment to the Lender of the Defeasance Period.Deposit; and (iv) After the delivery to the Lender has accelerated of: (A) a security agreement (the maturity "Defeasance Security ------------------- Agreement"), in form and substance satisfactory to the --------- Lender, creating a first priority perfected security interest in favor of the unpaid principal balance of, accrued interest on, Lender in the Defeasance Deposit and other amounts payable underthe U.S. Obligations purchased with the Defeasance Deposit in accordance with this subsection (a) (together, the Note "Defeasance Collateral"); --------------------- (B) form of release of the SC Property (for execution by the Lender) appropriate for the jurisdiction in which the SC Property is located; (C) an Officer's Certificate certifying that the requirements set forth in subsections (a) (ii)-(iv) have been satisfied; (D) an opinion of counsel for SC (which may be a "reasoned" opinion), in form and substance satisfactory to the Lender, that (i) the transfer of the Defeasance Collateral in exchange for release of the SC Property will not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event of a filing of a petition for relief under the United States Bankruptcy Code for or against SC, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 11 1001 of the NoteIRC, (v) such transfer will not, by itself, adversely affect the status of the Securities as indebtedness for federal income tax purposes and (vi) such transfer will not adversely affect the status of the entity holding the SC Debt as a REMIC (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the SC Note was transferred to such REMIC not later than two years prior to the Release Date); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be maintained for the twelve full months commencing immediately after the Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the MHP Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) the MHP Debt Service Expense for such period and (ii) the payments received for such period from or with respect to U.S. Obligations then held as security for the MHP Notes; and (H) If the defeasance is made after the Securitization, the Rating Agencies deliver a Rating Comfort Letter. (b) Borrower will give If, following the release of the SC Property, less than all of the MHP Properties shall have been released, the Lender Notice shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to the lesser of (“A) 125% of the Release Price and (B) the greater of (i) 100% of the outstanding principal amount of the SC Note and interest accrued and unpaid thereon or (ii) the sale proceeds or other cash distributable to MHP pursuant to Section 4.06 of the Amended and Restated Agreement of Limited Partnership of SC (which Section, together with Section 7.03 thereof, SC shall not amend without the prior consent of the Lender). Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the SC Note but shall provide for a mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, SC may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the type referred to herein in order to satisfy the Defeasance Notice”Debt Service Coverage Ratio. If the SC Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the payments provided for in this subsection (b) specifying a Business Day shall be equal to the greater of (“Defeasance Closing Date”A) the Release Price and (B) the lesser of (x) 125% of the Release Price and (y) the net Condemnation Proceeds or the net Insurance Proceeds received on which Borrower desires to close account of the DefeasanceSC Property. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after Lender shall deliver such U.S. Obligations to the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt Servicer for application pursuant to Sections 4.3(B) and 7.9.3(A) of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor BorrowerCash Management Procedures. (c) The Defeasance Notice must be accompanied by If, as a $10,000 non-refundable fee (“Defeasance Fee”). If result of the release of the SC Property, all of the MHP Properties and the SC Property shall have been released, the Lender does not receive shall use the Defeasance FeeDeposit to purchase U.S. Obligations that provide, then Borrower’s right together with any U.S. Obligations purchased in connection with any prior releases of the MHP Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to obtain Defeasance an assumed promissory note in a principal amount equal to the outstanding principal balance of the SC Note and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the SC Note but shall provide for a mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to that Defeasance Notice will terminatethe provisions of subsection (g) of this Section 2.3. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9.3(A) of the Cash Management Conditions. (id) If Borrower timely pays Upon compliance with the Defeasance Feerequirements of this Section 2.3, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain SC Property and each of the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will MHP Properties shall be released from all further the Lien of the Security Documents; the U.S. Obligations shall constitute substitute collateral which shall secure the SC Debt. (e) If the SC Property has been released and the MHP Properties have been released pursuant to the provisions of Section 2.3 of the MHP Loan Agreement, SC may assign its obligations under the SC Note together with the U.S. Obligations relating thereto to a successor entity (the "Successor Entity") ---------------- designated by NACC and thereupon be released fully from all obligations relating to the SC Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Section 112.3 shall provide that upon such assignment, the Defeasance Collateral will not be part of the estate of SC under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code. NACC shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the SC Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by SC, the Successor Entity shall assume SC's obligations under the SC Note and the Defeasance Security Agreement, SC shall be relieved of its obligations thereunder and the SC Debt shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, SC shall also deliver or cause to be delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Section 2.3, "Defeasance Deposit" shall mean ------------------ an amount in cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the payments required under subsections (b) or (c), as the case may be, plus any costs and expenses incurred or to be incurred in making such purchase and (ii) to make the additional monthly payments necessary to cause the Defeasance Debt Service Coverage Ratio to be satisfied; "U.S. Obligations" shall mean obligations or securities not subject to ---------------- prepayment, call or early redemption which are direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America; and "Defeasance Debt Service Coverage Ratio" shall mean, in -------------------------------------- respect of any fiscal period, the ratio of (i) the MHP Net Operating Income for such period to (ii) the difference between (x) the MHP Debt Service Expense for such period and (y) the payments to be received for such period from or with respect to U.S. Obligations then held as security for the MHP Notes.

Defeasance. If at any time the Borrower elects to convert all or a portion of the Revolving Facility Commitment to a Base Facility Commitment pursuant to Section 3.07 of this Agreement, or elects that any portion of any expansion of the Commitment shall be a Base Facility Commitment, the Conversion Request or the Credit Facility Expansion Request for the first Base Facility Commitment shall select defeasance or yield maintenance with respect to prepayments of Base Facility Advances. If defeasance is selected, this Section 3.10 shall apply. The election of the Borrower as to defeasance or yield maintenance in the first Conversion Request or Credit Facility Expansion Request relating to a Base Facility Commitment shall apply to all Base Facility Advances during the term of this Agreement. Base Facility Advances are not prepayable at any time, provided that, notwithstanding the foregoing, Borrower may prepay any Base Facility Advance during the last one hundred eighty (Section Applies if Loan is Assigned to REMIC Trust Prior 180) days of the term of such Base Facility Advance and provided that Base Facility Advances may be defeased pursuant to the Cut-off Date)terms and conditions of this Section. This Section 11.12 will 3.10 shall not apply if the Note is assigned to Mortgaged Properties released from a REMIC trust prior to the Cut-off Date, and, subject Security Instrument in connection with a substitution of Collateral pursuant to Section 11.12(a7.04 of this Agreement. (a) and (cConditions. Subject to Section 3.10(d), Borrower will shall have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property Properties from the Lien lien of the related Security Instrument Instruments (and all collateral derived from such Mortgage Properties, including assignment of leases, fixture filings and other documents and instruments evidencing a lien or security interest in Borrower’s assets [except the Substitute Collateral] shall be released) upon the satisfaction of each all of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if At any time from and after December 1, 2008, so long as no monetary default, material non-monetary default or Event of Default hereunder or under any of the other Loan Documents is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c)then continuing, Borrower will have the right to defease the Loan in whole (“Defeasance”) and may obtain the release of the Mortgaged Property Projects from the Lien lien of the Security Instrument Documents upon the satisfaction of each of the following conditions:conditions precedent ("Defeasance"): (a) Borrower will not have less than thirty (30) days prior written notice to Lender specifying the right first day of a calendar month (or if not a Business Day, the first Business Day of such calendar month) (the "Release Date") on which the Defeasance Deposit (hereinafter defined) is to obtain Defeasance at any be made; (b) the payment to Agent on the Release Date of interest accrued and unpaid on the principal balance of the following timesLoan to and including the Release Date; (c) the payment to Agent on the Release Date of all other sums, not including scheduled interest or principal payments, due under the Note, the Mortgages and the other Loan Documents; (d) the payment to Agent on the Release Date of the Defeasance Deposit and a $2,500 non-refundable processing fee; (e) the delivery by Borrower to Agent at Borrower's sole cost and expense of: (i) If a security agreement in form and substance satisfactory to Lender, creating a first priority lien in favor of Agent on the Loan is not assigned to a REMIC trust.Defeasance Deposit and the U.S. Obligations (hereinafter defined) purchased on behalf of Borrower with the Defeasance Deposit in accordance with this Section 2.9 (the "Security Agreement"); (ii) During releases of the Lockout Period.Projects from the lien of the Mortgages (for execution by Lender) in a form appropriate for the jurisdiction in which the Projects are located and otherwise acceptable to Agent; (iii) After an officer's certificate of Borrower certifying that the expiration of the Defeasance Period.requirements set forth in this clause (e) have been satisfied; (iv) After Lender an opinion of counsel in form and substance, and rendered by counsel, satisfactory to Agent, at Borrower's expense, stating, among other things, that Agent has accelerated a perfected first priority security interest in the maturity Defeasance Deposit and the U.S. Obligations purchased by or on behalf of Borrower and pledged to Agent and as to enforceability of the unpaid principal balance ofAssignment Agreement (as hereinafter defined), accrued interest onthe Security Agreement and other documents delivered in connection therewith, and if required by the Agent, a substantive non-consolidation opinion with respect to the Successor Borrower (as hereinafter defined); and (v) such other amounts payable undercertificates, documents, opinions or instruments as Agent may reasonably request; and (f) Agent shall have received, at Borrower's expense, a certificate from a nationally or regionally recognized independent certified public accountant acceptable to Agent, in form and substance satisfactory to Lender, certifying the amount of U.S. Obligations required to be purchased with the Defeasance Deposit in order to generate sufficient sums to satisfy the obligations of Borrower under this Agreement, the Note and this Section 2.9 as and when such obligations become due. In connection with the conditions set forth above, Borrower hereby appoints Agent as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase or cause to be purchased U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled Payment Dates after the Release Date upon which interest and principal payments are required under this Agreement and the Note, including the amounts due on the Maturity Date, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note plus Agent's reasonable estimate of administrative expenses and applicable federal income taxes associated with or to be incurred by the Successor Borrower during the remaining term of, and applicable to, the Loan (the "Scheduled Defeasance Payments"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to Agent and applied to satisfy the obligations of Borrower under this Agreement, the Note and this Section 11 2.9. Upon compliance with the requirements of this Section 2.9, the Projects shall be released from the lien of the Security Documents and the pledged U.S. Obligations shall be the sole source of collateral securing the repayment of the Loan and the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt Any portion of the Defeasance Notice Deposit in excess of the amount necessary to purchase the U.S. Obligations required by the preceding paragraph and will state in such receipt whether Lender will designate to otherwise satisfy the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further 's obligations under this Section 11.2.9 shall be remitted to Borrower with the release of the Projects from the lien of the Security Documents. In connection with such release, a successor entity meeting Agent's then applicable single purpose entity requirements and otherwise acceptable to Agent, adjusted, as applicable, for the Defeasance contemplated by this Section 2.9 (the "Successor Borrower"), shall be established by Borrower subject to Agent's approval (or at Agent's option, by Agent) and Borrower shall transfer and assign all obligations, rights and duties under and to the Note together with the pledged U.S. Obligations to such Successor Borrower pursuant to an assignment and assumption agreement in form and substance satisfactory to Lender (the "Assignment Agreement"). Such Successor Borrower shall assume the obligations under the Note, the Security Agreement and the other Loan Documents and Borrower shall be relieved of its obligations thereunder, except (i) that Borrower shall be required to perform its obligations pursuant to this Section 2.9, including maintenance of the Successor Borrower, if applicable, and (ii) for those obligations of Borrower which expressly survive repayment of the Loan. Borrower shall pay $1,000.00 to any such Successor Borrower as consideration for assuming the obligations under the Note, the Security Agreement and the other Loan Documents pursuant to the Assignment Agreement. Borrower shall pay all reasonable costs and expenses incurred by Agent and Lender in connection with this Section 2.9, including Agent's and Lender's reasonable attorneys' fees and expenses, and any administrative and tax expenses associated with or incurred by the Successor Borrower, which amounts shall, as set forth above, be included when calculating the amount of the Defeasance Deposit. For purposes of this Section 2.9, the following terms shall have the following meanings:

Defeasance. (Section Applies if a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the right at any time after the Release Date to voluntarily defease the entire Loan is Assigned to REMIC Trust Prior to and obtain a release of the Cut-off Datelien of the Mortgage by providing Lender with the Defeasance Collateral (hereinafter, a “Defeasance Event”). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesconditions precedent: (i) If Borrower shall provide Lender not less than thirty (30) days prior written notice (or such shorter period of time if permitted by Lender in its reasonable discretion) specifying a date (the Loan “Defeasance Date”) on which the Defeasance Event is not assigned to a REMIC trust.occur; (ii) During Borrower shall pay to Lender (A) all payments of principal and interest due on the Lockout Period.Loan to and including the Defeasance Date (including, without limitation, interest accrued but not paid or payable through and including the Defeasance Date, if any) and (B) all other sums, then due under the Note, this Agreement, the Mortgage and the other Loan Documents; (iii) After the expiration of Borrower shall deposit the Defeasance Period.Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Sections 2.5.3 and 2.5.4 hereof; (iv) After Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) Borrower shall 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, among other things, that (A) Lender has accelerated a legal and valid perfected first priority security interest in the maturity Defeasance Collateral Account and the Defeasance Collateral, (B) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the unpaid principal balance ofCode as a result of a Defeasance Event pursuant to this Section 2.5.1, accrued interest on, (C) the Defeasance Event will not result in a deemed exchange for purposes of the Code and other amounts payable under, will not adversely affect the status of the Note pursuant as indebtedness for federal income tax purposes and (D) a non consolidation opinion with respect to the Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 11 2.5.1 and in Sections 2.5.3 and 2.5.4 have been satisfied; (viii) Borrower shall deliver a certificate of G▇▇▇▇ ▇▇▇▇▇▇▇▇ or a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the NoteDefeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (x) Borrower shall pay all third-party, out-of-pocket costs and expenses of Lender actually incurred in connection with the Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) If Borrower will give Lender Notice (“has elected to defease the Note and the requirements of this Section 2.5 have been satisfied, the Property shall be released from the lien of the Mortgage and the other Loan Documents and the Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the Lien, Borrower desires shall submit to close the Defeasance. The Defeasance Closing Date specified by Borrower may Lender, not be more than 60 calendar days, nor less than 30 calendar days, after the date on which fifteen (15) days prior to the Defeasance Notice Date (or such shorter time as is received acceptable to Lender in its reasonable discretion), a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located. In addition, Borrower shall provide all other documentation Lender will acknowledge receipt of the Defeasance Notice and will state reasonably requires to be delivered by Borrower in connection with such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Feerelease, then Borrowertogether with an Officer’s right to obtain Defeasance pursuant to Certificate certifying that Defeasance Notice will terminate. such documentation (i) If is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower timely pays shall pay all costs, taxes and expenses associated with the Defeasance Feerelease of the lien of the Mortgage, but Borrower fails including Lender’s reasonable attorneys’ fees actually incurred. Except as set forth in this Section 2.5 or Section 11.33 hereof, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to perform its other obligations under this Section, Lender will have the a right to retain require, or otherwise result in, the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11release of the Lien of the Mortgage on the Property.

Defeasance. At any time, we may terminate all our obligations under the Notes and the Indenture (Section Applies if Loan is Assigned “legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to REMIC Trust Prior register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Cut-off DateNotes. If we exercise our legal defeasance option, the Guarantees in effect at such time will terminate. In addition, at any time we may terminate our obligations under “—Change of control” and under the covenants described under “—Certain covenants” (other than the covenant described under "—Merger and consolidation”), the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries, the judgment default provision and the Subsidiary Guarantee provision described under “—Defaults” above and the limitations contained in clause (3) of the first paragraph under “—Certain covenants—Merger and consolidation” above (“covenant defeasance”). This Section 11.12 will apply if the Note is assigned to a REMIC trust We may exercise our legal defeasance option notwithstanding our prior to the Cut-off Dateexercise of our covenant defeasance option. If we exercise our legal defeasance option, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release payment of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower Notes may not be more than 60 calendar accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (6), (7) (with respect only to Significant Subsidiaries) or (8) under "—Defaults” above or because of the failure of the Company to comply with clause (3) of the first paragraph under “—Certain covenants—Merger and consolidation” above. In order to exercise either of our defeasance options, we or a Guarantor must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel (subject to customary exceptions and exclusions) to the effect that holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law). The Bank of New York Mellon is to be the Trustee under the Indenture. We have appointed The Bank of New York Mellon as Registrar and Paying Agent with regard to the Notes. The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, if it acquires any conflicting interest it must either eliminate such conflict within 90 days, nor less than 30 calendar daysapply to the SEC for permission to continue or resign. No director, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt officer, employee, incorporator or stockholder of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower Company, any of its Restricted Subsidiaries or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender any Guarantor will have any liability for any obligations of the right Company, any of its Restricted Subsidiaries or any Guarantor under the Notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to retain waive liabilities under the Defeasance Fee as liquidated damages for Borrower’s default andU.S. Federal securities laws, except as provided in Section 11.12(d)(ii), Borrower and it is the view of the SEC that such a waiver is against public policy. The Indenture and the Notes will be released from all further obligations under this Section 11governed by, and construed in accordance with, the laws of the State of New York.

Defeasance. 2.5.1 Voluntary Defeasance (Section Applies if Loan is Assigned to REMIC Trust Prior to a) Provided no Event of Default shall then exist, Borrower shall have the Cut-off Date). This Section 11.12 will apply if right at any time after the Note is assigned to a REMIC trust Defeasance Expiration Date and prior to the Cut-off Datedate voluntary prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all, andbut not part, subject to Section 11.12(a) and (c), Borrower will have the right to defease of the Loan in whole (“Defeasance”) by and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: conditions (a) Borrower will not have the right to obtain such event being a “Defeasance at any of the following times:Event”): (i) If Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Loan is not assigned to a REMIC trust. Payment Date (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which the Defeasance Event is to occur; (ii) Borrower desires shall pay to close Lender all accrued and unpaid interest on the Defeasanceprincipal balance of the Loan to and including the Defeasance Date. The If for any reason the Defeasance Closing Date specified by is not a Payment Date, the Borrower may shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, provided, however, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be more than 60 calendar daysrequired to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, nor less than 30 calendar daysnot including scheduled interest or principal payments, after then due under the date on which Note, this Agreement, the Mortgage and the other Loan Documents; (iv) Borrower shall use the Defeasance Notice is received by Lender. Lender will acknowledge receipt of Deposit to purchase U.S. Obligations in accordance with Section 2.5.1(b) below; (v) Borrower shall execute and deliver a pledge and security agreement, in form and substance that would be reasonably satisfactory to a prudent lender creating a first priority lien on the Defeasance Notice Deposit and will state the U.S. Obligations purchased with the Defeasance Deposit in such receipt whether Lender will designate accordance with the Successor Borrower or will permit Borrower to designate provisions of this Section 2.5 (the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance FeeSecurity Agreement”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.;

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(al 1.12(a) and (c), Borrower will have the right to defease the Loan in whole (“"Defeasance”") and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“"Defeasance Notice”") specifying a Business Day (“"Defeasance Closing Date”") on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“"Defeasance Fee”"). If Lender does not receive the Defeasance Fee, then Borrower’s 's right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s 's default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned a) Subject to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(aSections 13.1(b) and 13.2, ---------- ---------------- ---- the Issuer at any time may terminate (c)i) all its obligations under this Indenture, Borrower will have the right to defease Bonds and the Loan in whole (“Defeasance”) other Financing Documents which the Bonds enjoy the benefit of, and obtain may terminate the release of the Mortgaged Property from the Lien Liens of the Security Instrument upon Documents on the Collateral to the extent 133 that such Liens run to the benefit of the Trustee, the Holder or other agents under this Indenture, including the Securities Intermediary (a "Legal ----- Defeasance"), or (ii) its obligations under any of their covenants under this ---------- Indenture, the Bonds and the other Financing Documents which the Bonds enjoy the benefit of, other than under Sections 4.1(a) and 4.2(a) and their obligation to --------------- ------ make payments on the Bonds pursuant to Section 2.11, and may terminate the Liens ------------ of the Security Documents on the Collateral to the extent that such Liens run to the benefit of the Trustee, the Holders or other agents under this Indenture, including the Securities Intermediary (a "Covenant Defeasance"). With respect to ------------------- any Covenant Defeasance, except as specified in clause (ii) of the preceding sentence, the remainder of this Indenture and the Bonds shall be unaffected thereby. The Issuer may exercise a Legal Defeasance notwithstanding the prior exercise of a Covenant Defeasance. If the Issuer exercises a Legal Defeasance, payment of the Bonds may not be accelerated due to an Event of Default. Upon satisfaction of each the conditions set forth herein and on demand of the following conditions: Issuer, the Trustee (ax) Borrower will not shall acknowledge in writing the discharge of the obligations terminated by the Issuer, (y) shall execute (or cooperate in the execution of) documents and deliver (or cooperate in the delivery of) such instruments in writing as shall be required by the Issuer to reconvey, release, assign and deliver to the Issuer any and all of the Trustee's interest in the Indenture Collateral and the Collateral, and the right, title and interest in and to any and all rights conveyed, assigned or pledged to the Trustee or otherwise subject to this Indenture and (z) shall turn over to the Issuer upon request all balances then held by it hereunder. Covenant Defeasance, as effected hereby, means that the Issuer may omit to comply with and shall have the right to obtain Defeasance at no liability in respect of any term, condition or limitation set forth under any of the following times: (i) If the Loan is not assigned covenants in this Indenture except as set forth herein above, whether directly or indirectly by reason of any reference elsewhere herein to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and any such covenant or to any other amounts payable under, the Note pursuant to Section 11 of the Noteprovision herein or in any other document. (b) Borrower will give Lender Notice (“Defeasance Notice”Notwithstanding Section 13.1(a) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close above, the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt obligations of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance --------------- Issuer pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays Sections 2.8, 2.9, 2.10, 2.11 and 9.5 shall survive until the Defeasance Fee------------ --- ---- ---- --- Bonds have been paid in full. Thereafter, but Borrower fails the obligations of the Issuer pursuant to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.9.5 shall survive. -----------

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 12.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a12.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii12.12(d)(ii), Borrower will be released from all further obligations under this Section 1112.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust a) At any time prior to the Cut-off Payment Date that is twelve (12) months prior to the Anticipated Repayment Date of the outstanding Series of Notes with the latest Anticipated Repayment Date (such Payment Date, and, subject to Section 11.12(a) and (cthe “Defeasance Payment Date”), Borrower will have the right to defease the Loan in whole (“Defeasance”) and Issuer may obtain the release from all covenants of this Indenture by delivering United States government securities that provide for payments on each Payment Date which replicate the required payments and scheduled Class A Targeted Amortization Amount payments due under the Transaction Documents with respect to all of the Mortgaged Property from Notes then outstanding, including the Lien Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee and the Backup Manager, Workout Fees, Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, if any, through the Defeasance Payment Date for each Series of Notes (including payment in full of the Security Instrument upon the satisfaction of each principal of the following conditions:Notes on the related Defeasance Payment Date); provided that (i) prior to such Defeasance no Event of Default has occurred and is continuing and (ii) the Issuer shall pay or deliver on the date of such defeasance (the “Defeasance Date”) (a) Borrower will all interest accrued and unpaid on the Outstanding Class Principal Balance of each Class of Notes to but not including the Defeasance Date (and, if the Defeasance Date is not a Payment Date, the interest that would have accrued to but not including the right next Payment Date), (b) all other sums then due under each Class of Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) U.S. government securities providing for payments equal to obtain the Scheduled Defeasance at any Payments. In addition, the Issuer shall deliver to the Servicer on behalf of the following times: Indenture Trustee (i1) If a security agreement granting the Loan Indenture Trustee a first priority perfected security interest on the U.S. government securities so delivered by the Issuer, (2) an Opinion of Counsel as to the enforceability and perfection of such security interest, (3) a confirmation by an Independent certified public accounting firm that the U.S. government securities so delivered are sufficient to pay all interest due from time to time after the Defeasance Date (or if the Defeasance Date is not assigned a Payment Date, due after the next Payment Date) and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fee and Workout Fees, if any and (4) a Rating Agency Confirmation. The Issuer, pursuant to a REMIC trust. (ii) During the Lockout Period. (iii) After security agreement described above, shall authorize and direct that the expiration payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Defeasance Period. (iv) After Lender has accelerated Issuer under the maturity of Notes and the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the NoteTransaction Documents. (b) Borrower If the Asset Entities will give Lender Notice (“Defeasance Notice”) specifying continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Issuer shall establish or designate a Business Day (“Defeasance Closing Date”) on special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee, with respect to which Borrower desires a substantive non-consolidation Opinion of Counsel reasonably satisfactory to close the DefeasanceIndenture Trustee has been delivered to the Indenture Trustee and to transfer to that entity the pledged U.S. government securities. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after new entity shall assume the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt obligations of the Defeasance Notice Issuer under the Notes being defeased and will state the security agreement and the Obligors and the Guarantor shall be relieved of their obligations in respect thereof under the Transaction Documents. The Issuer shall pay Ten Dollars ($10) to such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrowernew entity as consideration for assuming such obligations. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (a) At any time after the date which is the earlier of (i) two years after the "startup day," within the meaning of Section Applies if Loan is Assigned to REMIC Trust Prior to 860G(a)(9) of the Cut-off DateIRC, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the IRC (a "REMIC"). This Section 11.12 will apply , that holds the Note (if the Note is assigned has been transferred to a ----- REMIC trust prior to the Cut-off DateJanuary 11, and, subject to Section 11.12(a1999) and (c)ii) January 11, Borrower 2001, but prior in either case to the Optional Prepayment Date, and provided no Event of Default has occurred and is continuing (other than an Event of Default that will have the right to defease the Loan in whole (“Defeasance”) and obtain be cured by the release of the Mortgaged a Property or Properties from the Lien of the Security Instrument Documents pursuant to the provisions of clause (e) of Section 4.1A), the Borrower may defease such Lien to cause the release of one or more Properties from such Lien by providing the Lender with funds in an amount equal to the Defeasance Deposit for that portion of the Note which the Borrower wishes to defease, upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If not less than 30 days' notice to the Loan Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is not assigned to a REMIC trust.------------ be made; (ii) During the Lockout Period.payment to the Lender of interest accrued and unpaid on the principal balance of the Note and all other Debt due through and including the Release Date; (iii) After the expiration payment to the Lender of the Defeasance Period.Deposit; and (iv) After the delivery to the Lender has accelerated of: (A) a security agreement (the maturity "Defeasance Security Agreement"), ----------------------------- in form and substance satisfactory to the Lender, creating a first priority perfected security interest in favor of the unpaid principal balance of, accrued interest on, Lender in the Defeasance Deposit and other amounts payable underthe U.S. Obligations purchased with the Defeasance Deposit in accordance with this subsection (a) (together, the Note "Defeasance Collateral"); ---------- ---------- (B) form(s) of release of the Property(ies) to be released from the Lien of the Security Documents (for execution by the Lender) appropriate for the jurisdiction(s) in which such Property(ies) are located; (C) an Officer's Certificate certifying that the requirements set forth in subsections (a) (ii)-(iv) have been satisfied; (D) an opinion of counsel for the Borrower (which may be a "reasoned" opinion), in form and substance satisfactory to the Lender, that (i) the transfer of the Defeasance Collateral in exchange for release(s) of the Property(ies) to be released will not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event of a filing of a petition for relief under the United States Bankruptcy Code for or against the Borrower, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 11 1001 of the NoteIRC, (v) such transfer will not, by itself, adversely affect the status of the Securities as indebtedness for federal income tax purposes and (vi) such transfer will not adversely affect the status of the entity holding the Debt as a REMIC (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the Note was transferred to such REMIC not later than two years prior to the Release Date); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be maintained for the twelve full months commencing immediately after the Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by the Borrower pursuant to this Section 2.3(a) and then held as security for the Note for such period; and (H) If the defeasance is made after the Securitization, the Rating Agencies deliver a Rating Comfort Letter. (b) If, following the release of the subject Property(ies), less than all of the Properties shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price(s) of the Property(ies) to be released from the Lien of the Security Documents on such Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, the Borrower will give Lender Notice may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the type referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G). If any Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the payments provided for in this subsection (“Defeasance Notice”b) specifying a Business Day shall be equal to the greater of (“Defeasance Closing Date”A) the Release Price and (B) the lesser of (x) 125% of the Release Price and (y) the net Condemnation Proceeds or the net Insurance Proceeds received on which Borrower desires to close the Defeasanceaccount of such Property. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after Lender shall deliver such U.S. Obligations to the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt Servicer for application pursuant to Sections 4.3(B) and 7.9(A) of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor BorrowerCash Management Procedures. (c) The Defeasance Notice must be accompanied by If, as a $10,000 non-refundable fee (“Defeasance Fee”result of the release of the subject Property(ies). If , all of the Properties shall have been released, the Lender does not receive shall use the Defeasance FeeDeposit to purchase U.S. Obligations that provide, then Borrower’s right together with any U.S. Obligations purchased in connection with any prior releases of Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to obtain Defeasance an assumed promissory note in a principal amount equal to the aggregate outstanding principal balance of the Note and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to that Defeasance Notice will terminatethe provisions of subsection (g) of this Section 2.3. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9(A) of the Cash Management Procedures. (id) If Borrower timely pays Upon compliance with the Defeasance Feerequirements of this Section 2.3, but Borrower fails each Property to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released shall be released from the Lien of the Security Documents and shall not be deemed a Property hereunder, and the U.S. Obligations shall constitute substitute collateral, which, together with the Security Documents applicable to the remaining Properties, shall secure the Debt. (e) If all further the Properties have been released, the Borrower may assign its obligations under the Note together with the U.S. Obligations to a successor entity (the "Successor Entity") designated by the Lender and thereupon be ---------------- released fully from all obligations relating to the Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Section 112.3 shall provide that upon such assignment the Defeasance Collateral will not be part of the estate of the Borrower under Section 541 of the United States Bankruptcy Code. The Lender shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by the Borrower, such Successor Entity shall assume the Borrower's obligations under the Note and the Defeasance Security Agreement, the Borrower shall be relieved of its obligations thereunder and the Debt of the Borrower shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, the Borrower shall also deliver or cause to be delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Section 2.3, "Defeasance Deposit" shall mean an ------------------ amount in cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the payments required under subsections (b) or (c), as the case may be, plus any costs and expenses incurred or to be incurred in making such purchase and (ii) to make the additional monthly payments necessary to cause the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G) to be satisfied; "U.S. Obligations" shall mean obligations ---------------- or securities not subject to prepayment, call or early redemption which are direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America; and "Defeasance Debt Service Coverage -------------------------------- Ratio" shall mean, in respect of any fiscal period, the ratio of (i) Net ----- Operating Income for such period of the Properties remaining after a defeasance pursuant to this Section 2.3 to (ii) the difference between (x) Debt Service Expense for such period and (y) the payments to be received from or with respect to U.S. Obligations then held as security for the Note for such period, including, without limitation, U.S. Obligations purchased by the Borrower pursuant to the third sentence of subsection (b) above.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior a) At any time other than during the continuance of the Prepayment Period for a Series of Outstanding Term Notes, upon 10 Business Days’ notice to the Cut-off Date). This Section 11.12 will apply if Indenture Trustee, the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and Issuer may obtain the release from all covenants of this Indenture relating to the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions:ownership and (a) Borrower will all interest accrued and unpaid on the Class Principal Balance of each Class of Outstanding Term Notes to but not including the Defeasance Date (and if the Defeasance Date is not a Payment Date, the interest that would have accrued to but not including the right next Payment Date), (b) all other sums then due under each Class of Term Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) U.S. government securities providing for payments equal to obtain the Scheduled Defeasance at any Payments with respect to each Series of then Outstanding Term Notes. In addition, the Issuer shall deliver to the Servicer on behalf of the following times: Indenture Trustee (i1) If a security agreement granting the Loan is not assigned Indenture Trustee a first priority perfected security interest in the U.S. government securities so delivered by the Issuer, (2) an Opinion of Counsel as to the enforceability and perfection of such security interest, (3) a REMIC trust. confirmation by an Independent certified public accounting firm that the U.S. government securities so delivered are sufficient to pay all Scheduled Defeasance Payments with respect to each Series of Outstanding Notes, and (ii4) During a Rating Agency Confirmation. The Issuer, pursuant to the Lockout Period. (iii) After security agreement described above, shall authorize and direct that the expiration payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Defeasance Period. (iv) After Lender has accelerated Issuer under the maturity of Notes and the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the NoteTransaction Documents. (b) Borrower If the Asset Entities will give Lender Notice continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Issuer shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee (“Defeasance Notice”with respect to which (i) specifying a Business Day substantive non-consolidation Opinion of Counsel has been delivered to the Indenture Trustee and (“Defeasance Closing Date”ii) on which Borrower desires an Opinion of Counsel has been delivered to close the DefeasanceIndenture Trustee that the Issuer will not be required to register as an investment company under the Investment Company Act), and to transfer to that entity the pledged U.S. government securities. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after new entity shall assume the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt obligations of the Defeasance Notice Issuer under the Notes being defeased and will state the security agreement and the Obligors and the Guarantor shall be relieved of their obligations in respect thereof under the Transaction Documents. The Issuer shall pay $10 to such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrowernew entity as consideration for assuming such obligations. (c) The Defeasance Notice must If the Issuer satisfies the requirements of Section 2.11(a) to defease the Notes and delivers to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel in compliance with Section 15.01, the Indenture Trustee shall promptly execute, acknowledge and deliver to the Obligors a release of the Collateral under the applicable Transaction Documents in recordable form to the extent applicable for such release; provided that the Obligors shall, at their sole expense, prepare any and all documents and instruments necessary to effect such release, all of which shall be accompanied subject to the reasonable approval of the Indenture Trustee, and the Obligors shall pay all costs reasonably incurred by a $10,000 non-refundable fee the Indenture Trustee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Feeincluding, but Borrower fails not limited to, reasonable attorneys’ fees and disbursements) in connection with the review, execution and delivery of the documents and instruments necessary to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11effect such release.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Twelfth Supplemental Indenture and the operation of Article Five of this Twelfth Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Twelfth Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Fourteenth Supplemental Indenture and the operation of Article Five of this Fourteenth Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Fourteenth Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a1) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain may cause the release of (i) Guarantor of its obligations under the Mortgaged IDOT Guaranty and (ii) the Property (in whole but not in part) from the Lien lien of the Security Instrument and the other Loan Documents upon the satisfaction of each of the following conditionsconditions precedent: (aA) Borrower will not have the right less than thirty (30) days prior written notice to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day regularly scheduled payment date (the “Defeasance Closing Release Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice Deposit (hereinafter defined) is received by Lender. to be made; (B) the payment to Lender will acknowledge receipt of interest accrued and unpaid on the principal balance of this Note to and including the Release Date; (C) the payment to Lender of all other sums, not including scheduled interest or principal payments, due under this Note, the Security Instrument and the other Loan Documents; (D) the payment to Lender of the Defeasance Notice Deposit; and (E) the delivery to Lender of: (1) a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations (hereinafter defined) purchased on behalf of Borrower with the Defeasance Deposit in accordance with this subparagraph (the “Security Agreement”); (2) a release of the Property from the lien of the Security Instrument (for execution by ▇▇▇▇▇▇) in a form appropriate for the jurisdiction in which the Property is located; (3) an officer’s certificate of Borrower certifying that the requirements set forth in this subparagraph (E) have been satisfied; (4) an opinion of counsel for Borrower in form satisfactory to Lender stating, among other things, that defeasance of this Note will state not cause any adverse consequences to any REMIC holding the Loan or the holders of any securities issued by the REMIC or result in a taxation of the income from the Loan to such receipt whether REMIC or cause a loss of REMIC status, and that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations purchased by ▇▇▇▇▇▇ on behalf of Borrower; (5) an opinion of a certified public accountant acceptable to Lender to the effect that the Defeasance Deposit is adequate to provide payment on or prior to, but as close as possible to, all successive scheduled payment dates after the Release Date upon which interest and principal payments are required under this Note (including the amounts due on the Maturity Date) and in amounts equal to the scheduled payments due on such dates under this Note; (6) evidence in writing from the applicable Rating Agencies to the effect that such release will designate not result in a re-qualification, reduction or withdrawal of any rating in effect immediately prior to such defeasance for any Securities; (7) payment of all of ▇▇▇▇▇▇’s expenses incurred in connection with the Successor defeasance including, without limitation, reasonable attorneys fees; and (8) such other certificates, documents or instruments as Lender may reasonably request. In connection with the conditions set forth in subsection (ii)(E)(5) above, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payment on or will permit prior to, but as close as possible to, all successive scheduled payment dates after the Release Date upon which interest and principal payments are required under this Note (including the amounts due on the Maturity Date) and in amounts equal to the scheduled payments due on such dates under this Note (the “Scheduled Defeasance Payments”) through the date that is no earlier than the Payment Date which is ninety (90) days prior to the Maturity Date (provided that the remaining outstanding principal balance of this Note shall also be paid on the Payment Date which is ninety (90) days prior to the Maturity Date). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to Lender and applied to satisfy the obligations of the Borrower to designate the Successor Borrowerunder this Note. (c2) The Defeasance Notice must Upon compliance with the requirements of this subsection (ii), the Guarantor shall be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)released from its obligations under the IDOT Guaranty and the Property shall be released from the lien of the Security Instrument and the other Loan Documents and the pledged U.S. Obligations shall be the sole source of collateral securing this Note. If Lender does not receive Any portion of the Defeasance Fee, then Deposit in excess of the amount necessary to purchase the U.S. Obligations required by subparagraph (ii)(E) above and satisfy the Borrower’s right obligations under this subsection (ii) shall be remitted to obtain Defeasance pursuant to that Defeasance Notice will terminatethe Borrower with the release of the Property from the lien of the Security Instrument. (i3) If Borrower timely pays For purposes of this subsection (ii), the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will following terms shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.following meanings:

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Seventeenth Supplemental Indenture and the operation of Article Five of this Seventeenth Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Seventeenth Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 12.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a12.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.,

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Ninth Supplemental Indenture and the operation of Article Five of this Ninth Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Ninth Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Multifamily Loan and Security Agreement Page 85 (Park at Kensington) Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which Lender receives the Defeasance Notice is received by LenderNotice. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, andand if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender L▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which L▇▇▇▇▇ receives the Defeasance Notice is received by LenderNotice. Lender L▇▇▇▇▇ will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate notify Borrower of the Successor Borrower or will permit Borrower to designate identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then BorrowerB▇▇▇▇▇▇▇’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned a) The Issuer may, at its option and at any time, elect to REMIC Trust Prior have all of its obligations discharged with respect to the Cut-off Date). This Section 11.12 will apply if outstanding Notes issued under the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole Indenture (“Legal Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following timesexcept for: (i) If the Loan is not assigned rights of Holders of outstanding Notes issued thereunder to a REMIC trust.receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust referred to below; (ii) During the Lockout Period.Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) After the expiration rights, powers, trusts, duties and immunities of the Defeasance Period.Trustee, and the Issuer’s obligations in connection therewith; and (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to this Section 11 of the Note8.2(a). (b) Borrower will give Lender Notice The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Tenth Supplemental Indenture and the operation of Article Five of this Tenth Supplemental Indenture (“Defeasance NoticeCovenant Defeasance”) specifying and thereafter any omission to comply with those covenants will not constitute a Business Day (“Defeasance Closing Date”) on which Borrower desires Default or Event of Default with respect to close the DefeasanceNotes. The Issuer may exercise its Legal Defeasance Closing Date specified by Borrower option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be more than 60 calendar daysaccelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, nor less than 30 calendar days, after the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt payment of the Defeasance Notice Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and will state 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in such receipt whether Lender will designate writing the Successor Borrower or will permit Borrower to designate discharge of those obligations that the Successor BorrowerIssuer terminates. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee Notwithstanding clauses (“Defeasance Fee”)a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. If Lender does not receive Thereafter, the Defeasance Fee, then BorrowerIssuer’s right to obtain Defeasance pursuant to that Defeasance Notice will terminateobligations in Sections 8.6 and 8.7 of this Tenth Supplemental Indenture shall survive such satisfaction and discharge. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 11.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 11.12(a) and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have No Note may be prepaid or defeased in whole or in part prior to October 1, 2001 except with respect to application of casualty or condemnation proceeds as provided in the right to obtain Defeasance at Notes and Mortgages. Provided there then exists no Event of Default (defined in the Mortgages) under any of the following times: Loan Documents, commencing on October 1, 2001, a Note may be defeased in whole, but not in part (iexcept with respect to application of casualty or condemnation proceeds as provided in the Notes and Mortgages and except in connection with a Required Ancillary Partial Defeasance) If provided that the Loan is not assigned conditions applicable to a REMIC trust. (ii) During defeasance set forth in the Lockout Period. (iii) After Note, and the expiration conditions set forth herein, are satisfied. A Note may be defeased in whole in accordance on and subject to the terms and conditions set forth in the Note upon satisfaction of the Defeasance Period. provisions set forth in such Note pertaining to defeasance and provided that all Real Properties encumbered by Mortgages which remain cross-defaulted hereunder following the complete defeasance of a Note (iv) After Lender has accelerated the maturity for purposes of the unpaid principal balance of, accrued interest on, and other amounts payable underthis Section 5, the Note pursuant to Section 11 of "Remaining Real Properties") satisfy, in the Noteaggregate, the Minimum Debt Service Coverage Ratio. (b) In the event a Borrower will give Lender Notice elects a voluntary defeasance of a Note in full and the Remaining Real Properties do not, in the aggregate, satisfy the Minimum Debt Service Coverage Ratio, the Borrowers owning the Remaining Real Properties shall prepay such portion of the Loan allocable to the Remaining Real Properties as is necessary for such Remaining Real Properties to satisfy, in the aggregate, the Minimum Debt Service Coverage Ratio (“Defeasance Notice”) specifying each Note made by the owner of a Business Day (“Defeasance Closing Date”) on Remaining Real Property to be prepaid by an amount equal to the product of multiplying the amount of the Loan required to be prepaid in order for the Remaining Real Properties, in the aggregate, to satisfy the Minimum Debt Service Coverage Ratio by a fraction, the numerator of which Borrower desires to close shall be the Defeasanceoutstanding principal balance of the Note made by the owner of a Remaining Real Property, and the denominator of which shall be the outstanding principal balance of all Notes made by the owners of all the Remaining Real Properties. The required prepayments shall be accomplished by a Required Ancillary Partial Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after in accordance with the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt terms of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower Notes pertaining to designate the Successor Borrowerpartial defeasance thereof. (c) The Upon consummation of the defeasance of a Note in whole, the resulting Defeased Note (defined in the Note) and the other Loan Documents (exclusive of this Loan Agreement) executed by the maker of the Note which has been defeased in full (for purposes of this Section 5, the "Original Owner") in connection therewith shall remain cross-defaulted with the remainder of the Loan Documents, and any Defeased Notes resulting from a Required Ancillary Partial Defeasance Notice must be accompanied shall remain cross-defaulted with the remainder of the Loan Documents, and Lender shall release the Second Mortgage and Second Security Agreement executed and delivered by the Original Owner. All other Loan Documents, including the Undefeased Notes (defined in the Notes) resulting from a $10,000 nonRequired Ancillary Partial Defeasance, shall remain cross-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminatedefaulted with one another. (id) If Borrower timely pays Upon consummation of the Defeasance Feedefeasance of a Note in whole, but Borrower fails the resulting Defeased Note shall no longer be secured by any lien or security interest in the Remaining Real Properties, and the Notes pertaining to perform its other obligations under this Sectionthe Remaining Real Properties shall no longer be secured by any lien or security interest in the Real Property owned by the Original Owner on the date hereof. Except as aforesaid, Lender will have the right Notes pertaining to retain the Defeasance Fee as liquidated damages for Borrower’s default Remaining Real Properties shall remain cross-collateralized by all Remaining Real Properties and, except in addition, shall be cross-collateralized by a security interest in any Defeasance Deposit (defined in the Note) and any Defeasance Collateral (defined in the Note) established in connection with the defeasance of a Note in full and in connection with any Required Ancillary Partial Defeasance of other Notes in connection therewith, by the maker of the Defeased Note and each owner of a Remaining Real Property (or Successor Borrower, as provided the case may be) executing and delivering to Lender a Subordinated Defeasance Security Agreement (defined in Section 11.12(d)(iithe Notes), Borrower will be released from all further obligations under this Section 11.

Defeasance. (a) At any time after the date which is the earlier of (x) two years after the "startup day," within the meaning of Section Applies if Loan is Assigned to REMIC Trust Prior to 860G(a)(9) of the Cut-off DateIRC, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the IRC (a "REMIC"). This Section 11.12 will apply , that holds the MHP Notes (if the Note is assigned MHP Notes have been ----- transferred to a REMIC trust prior to the Cut-off DateSeptember 23, and, subject to Section 11.12(a1998) and (c)y) September 23, Borrower will have 2000, but prior in either case to the right Optional Prepayment Date, MHP may defease such Lien to defease the Loan in whole (“Defeasance”) and obtain cause the release of the Mortgaged Property from the Lien one or more of the Security Instrument MHP Properties from such Lien by providing the Lender with funds in an amount equal to the Defeasance Deposit for that portion of the MHP Notes which MHP wishes to defease, upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If not less than 30 days' notice to the Loan Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is not assigned to a REMIC trust.be made; (ii) During the Lockout Period.payment to the Lender of interest accrued and unpaid on the principal balance of the MHP Notes and all other MHP Debt due through and including the Release Date; (iii) After the expiration payment to the Lender of the Defeasance Period.Deposit; and (iv) After the delivery to the Lender has accelerated of: (A) a security agreement (the maturity "Defeasance Security ------------------- Agreement"), in form and substance satisfactory to the --------- Lender, creating a first priority perfected security interest in favor of the unpaid principal balance of, accrued interest on, Lender in the Defeasance Deposit and other amounts payable underthe U.S. Obligations purchased with the Defeasance Deposit in accordance with this subsection (a) (together, the Note "Defeasance ---------- 20 Collateral"); ---------- (B) form(s) of release of the MHP Property(ies) to be released from the Lien of the Security Documents (for execution by the Lender) appropriate for the jurisdiction(s) in which such MHP Property(ies) are located; (C) an Officer's Certificate certifying that the requirements set forth in subsections (a) (ii)-(iv) have been satisfied; (D) an opinion of counsel for MHP (which may be a "reasoned" opinion), in form and substance satisfactory to the Lender, that (i) the transfer of the Defeasance Collateral in exchange for release(s) of the MHP Property(ies) to be released will not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event of a filing of a petition for relief under the United States Bankruptcy Code for or against MHP, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 11 1001 of the NoteIRC, (v) such transfer will not, by itself, adversely affect the status of the Securities as indebtedness for federal income tax purposes and (vi) such transfer will not adversely affect the status of the entity holding the MHP Debt as a REMIC (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the applicable MHP Note(s) was transferred to such REMIC not later than two years prior to the Release Date); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be maintained for the twelve full months commencing immediately after the Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by MHP pursuant to this Section 2.3(a) and then held as security for the MHP Notes for such period; and (H) If the defeasance is made after the Securitization, the Rating Agencies deliver a Rating Comfort Letter. (b) Borrower will give If, following the release of the subject MHP Property(ies), less than all of the MHP Properties and the SC Property shall have been released, the Lender Notice shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price of the MHP Property(ies) to be released from the Lien of the Security Documents on such Release Date. Such assumed promissory note shall be in the same form (“including with respect to term and interest rate) as the MHP Notes but shall provide for a mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, MHP may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the type referred to herein in order to satisfy the Defeasance Notice”Debt Service Coverage Ratio. If any MHP Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the payments provided for in this subsection (b) specifying a Business Day shall be equal to the greater of (“A) the Release Price and (B) the lesser of (x) the Defeasance Closing Date”Deposit and (y) the net Condemnation Proceeds or the net Insurance Proceeds received on which Borrower desires to close the Defeasanceaccount of such MHP Property. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after Lender shall deliver such U.S. Obligations to the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt Servicer for application pursuant to Sections 4.3(B) and 7.9.3(A) of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor BorrowerCash Management Procedures. (c) The Defeasance Notice must be accompanied by If, as a $10,000 non-refundable fee (“Defeasance Fee”result of the release of the subject MHP Property(ies). If , all of the MHP Properties and the SC Property shall have been released, the Lender does not receive shall use the Defeasance FeeDeposit to purchase U.S. Obligations that provide, then Borrower’s right together with any U.S. Obligations purchased in connection with any prior releases of MHP Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to obtain Defeasance an assumed promissory note in a principal amount equal to the aggregate outstanding principal balance of the MHP Notes and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the MHP Notes but shall provide for the mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to that Defeasance Notice will terminatethe provisions of subsection (g) of this Section 2.3. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9.3(A) of the Cash Management Conditions. (id) If Borrower timely pays Upon compliance with the Defeasance Feerequirements of this Section 2.3, but Borrower fails the MHP Property(ies) to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released shall be released from the Lien of the Security Documents and the SC Security Documents and shall not be deemed an MHP Property hereunder; the U.S. Obligations shall constitute substitute collateral which, together with the Security Documents applicable to the remaining MHP Properties, shall secure the MHP Debt. (e) If all further the MHP Properties and the SC Property have been released pursuant to the provisions of Section 2.3 of the SC Loan Agreement, MHP may assign its obligations under the MHP Notes together with the U.S. Obligations relating thereto to a successor entity (the "Successor Entity") designated by ---------------- NACC and thereupon be released fully from all obligations relating to the MHP Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Section 112.3 shall provide that upon such assignment, the Defeasance Collateral will not be part of the estate of MHP under Section 541 of the United States Bankruptcy Code. NACC shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the MHP Notes and the SC Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by MHP, the Successor Entity shall assume MHP's obligations under the MHP Notes and the Defeasance Security Agreement, MHP shall be relieved of its obligations thereunder and the MHP Debt and the SC Debt shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, MHP shall also deliver or cause to be delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Section 2.3, "Defeasance Deposit" shall mean ------------------ an amount in cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the payments required under subsections (b) or (c), as the case may be,

Defeasance. (a) At any time after the date which is the earlier of (i) two years after the "startup day," within the meaning of Section Applies if Loan is Assigned to REMIC Trust Prior to 860G(a)(9) of the Cut-off DateIRC, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the IRC (a "REMIC"). This Section 11.12 will apply , that holds the Note (if the Note is assigned has been transferred to a ----- REMIC trust prior to the Cut-off DateJanuary 11, and, subject to Section 11.12(a1999) and (c)ii) January 11, Borrower 2001, but prior in either case to the Optional Prepayment Date, and provided no Event of Default has occurred and is continuing (other than an Event of Default that will have the right to defease the Loan in whole (“Defeasance”) and obtain be cured by the release of the Mortgaged a Property or Properties from the Lien of the Security Instrument Documents pursuant to the provisions of clause (e) of Section 4.1A), the Borrower may defease such Lien to cause the release of one or more Properties from such Lien by providing the Lender with funds in an amount equal to the Defeasance Deposit for that portion of the Note which the Borrower wishes to defease, upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to obtain Defeasance at any of the following times: (i) If not less than 30 days' notice to the Loan Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is not assigned to a REMIC trust.------------ be made; (ii) During the Lockout Period.payment to the Lender of interest accrued and unpaid on the principal balance of the Note and all other Debt due through and including the Release Date; (iii) After the expiration payment to the Lender of the Defeasance Period.Deposit; and (iv) After the delivery to the Lender has accelerated of: (A) a security agreement (the maturity "Defeasance Security Agreement"), ----------------------------- in form and substance satisfactory to the Lender, creating a first priority perfected security interest in favor of the unpaid principal balance of, accrued interest on, Lender in the Defeasance Deposit and other amounts payable underthe U.S. Obligations purchased with the Defeasance Deposit in accordance with this subsection (a) (together, the Note "Defeasance Collateral"); ---------- ---------- (B) form(s) of release of the Property(ies) to be released from the Lien of the Security Documents (for execution by the Lender) appropriate for the jurisdiction(s) in which such Property(ies) are located; (C) an Officer's Certificate certifying that the requirements set forth in subsections (a) (ii)-(iv) have been satisfied; (D) an opinion of counsel for the Borrower (which may be a "reasoned" opinion), in form and substance satisfactory to the Lender, that (i) the transfer of the Defeasance Collateral in exchange for release(s) of the Property(ies) to be released will not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event of a filing of a petition for relief under the United States Bankruptcy Code for or against the Borrower, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 11 1001 of the NoteIRC, (v) such transfer will not, by itself, adversely affect the status of the Securities as indebtedness for federal income tax purposes and (vi) such transfer will not adversely affect the status of the entity holding the Debt as a REMIC (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the Note was transferred to such REMIC not later than two years prior to the Release Date); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be maintained for the twelve full months commencing immediately after the Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by the Borrower pursuant to this Section 2.3(a) and then held as security for the Note for such period; and (H) If the defeasance is made after the Securitization, the Rating Agencies deliver a Rating Comfort Letter. (b) If, following the release of the subject Property(ies), less than all of the Properties shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price(s) of the Property(ies) to be released from the Lien of the Security Documents on such Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, the Borrower will give Lender Notice may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the type referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G). If any Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the payments provided for in this subsection (“Defeasance Notice”b) specifying a Business Day shall be equal to the greater of (“Defeasance Closing Date”A) the Release Price and (B) the lesser of (x) 125% of the Release Price and (y) the net Condemnation Proceeds or the net Insurance Proceeds received on which Borrower desires to close the Defeasanceaccount of such Property. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after Lender shall deliver such U.S. Obligations to the date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt Servicer for application pursuant to Sections 4.3(B) and 7.9(A) of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor BorrowerCash Management Procedures. (c) The Defeasance Notice must be accompanied by If, as a $10,000 non-refundable fee (“Defeasance Fee”result of the release of the subject Property(ies). If , all of the Properties shall have been released, the Lender does not receive shall use the Defeasance FeeDeposit to purchase U.S. Obligations that provide, then Borrower’s right together with any U.S. Obligations purchased in connection with any prior releases of Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to obtain Defeasance an assumed promissory note in a principal amount equal to the aggregate outstanding principal balance of the Note and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to that Defeasance Notice will terminatethe provisions of subsection (g) of this Section 2.3. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9(A) of the Cash Management Procedures. (id) If Borrower timely pays Upon compliance with the Defeasance Feerequirements of this Section 2.3, but Borrower fails each Property to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released shall be released from the Lien of the Security Documents and shall not be deemed a Property hereunder, and the U.S. Obligations shall constitute substitute collateral, which, together with the Security Documents applicable to the remaining Properties, shall secure the Debt. (e) If all further the Properties have been released, the Borrower may assign its obligations under the Note together with the U.S. Obligations to a successor entity (the "Successor Entity") designated by the Lender and thereupon be ---------------- released fully from all obligations relating to the Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Section 112.3 shall provide that upon such assignment the Defeasance Collateral will not be part of the estate of the Borrower under Section 541 of the United States Bankruptcy Code. The Lender shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by the Borrower, such Successor Entity shall assume the Borrower's obligations under the Note and the Defeasance Security Agreement, the Borrower shall be relieved of its obligations thereunder and the Debt of the Borrower shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, the Borrower shall also deliver or cause to be delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Section 2.3, "Defeasance Deposit" shall mean an ------------------ amount in cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the payments required under subsections (b) or (c), as the case may be, plus any costs and expenses incurred or to be incurred in making such purchase and (ii) to make the additional monthly payments necessary to cause the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G) to be satisfied; "U.S. Obligations" shall mean obligations ---------------- or securities not subject to prepayment, call or early redemption which are direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America; and "Defeasance Debt Service Coverage -------------------------------- Ratio" shall mean, in respect of any fiscal period, the ratio of (i) Net - ----- Operating Income for such period of the Properties remaining after a defeasance pursuant to this Section 2.3 to (ii) the difference between (x) Debt Service Expense for such period and (y) the payments to be received from or with respect to U.S. Obligations then held as security for the Note for such period, including, without limitation, U.S. Obligations purchased by the Borrower pursuant to the third sentence of subsection (b) above.