Common use of Defeasance Clause in Contracts

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 shall have the right (i) to 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 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) If NVTC shall pay or provide for the payment of the entire indebtedness on particular Bonds in any one or more of the following ways: (1) by paying or causing to be paid the principal of and premium, if any, and interest on such Bonds, as and when the same shall become due and payable; (2) by delivering such Bonds to the Trustee for cancellation; or (3) by depositing with the Trustee (or an escrow agent acceptable to the Trustee), in trust, cash and/or Defeasance Obligations in such amount as will, together with the income or increment to accrue on such Defeasance Obligations (the "Defeasance Amount"), be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity dates, without consideration of any reinvestment of the Defeasance Amount, as a Verification Agent shall verify to the Trustee's satisfaction; and if NVTC shall also pay or provide for the payment of all other sums payable hereunder by NVTC with respect to such Bonds, and, if such Bonds are to be redeemed before their maturity, notice of such redemption shall have been given as provided in Article IV of this Section 2.4Master Indenture (or the corresponding provisions of the Related Series Supplements) or provisions satisfactory to the Trustee shall have been made for the giving of such notice, such Bonds shall cease to be entitled to any lien, benefit or security under this Master Indenture except as provided in subsection (d) below. (b) NVTC may at any time other than prior surrender to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower Trustee for cancellation any Bonds previously authenticated and delivered that NVTC may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under have acquired in 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 shall have the right (i) to 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 Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentationmanner whatsoever, and any servicing feessuch Bonds, Rating Agency fees or other costs related to upon such release)surrender and cancellation, shall be deemed to be paid and retired as provided in full this Section. (c) Upon such defeasance all rights of NVTC, including its right to provide for optional redemption of Bonds on dates other than planned pursuant to such defeasance, shall cease unless specifically retained by filing a written notification thereof with the Trustee on or prior to the Release Date;date the Defeasance Amount is deposited with the Trustee or escrow agent. (Dd) Borrower When a Bond is deemed to be paid hereunder, as aforesaid, it shall deliver to Lender on no longer be secured by or prior entitled to the Release Date: benefits of this Master Indenture, except for the purposes of any such payment (1to the exclusion of all other Owners) 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 Amount and except for the amounts payable by Borrower on a given Scheduled Payment Dateprovisions of this Section, 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; Articles III and IV (2) (i) direct non-callable obligations of, or guaranteed as to timely payment by, and the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) corresponding sections of the Investment Company Act Series Supplements) and Section 6.1 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 SecuritiesMaster Indenture. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. Notwithstanding anything to the contrary in this Indenture: (a) The Issuer may at its option be discharged from its obligations with respect to the Notes of all or any specified Series or Class (each, a "DEFEASED SERIES" or a "DEFEASED CLASS", as applicable) on the date the applicable conditions set forth in SECTION 10.03(c) are satisfied (a "DEFEASANCE"); PROVIDED, HOWEVER, that the following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series or Defeased Class until otherwise terminated or discharged hereunder: (A) the rights of Holders of Notes of the Defeased Series or Defeased Class to receive, solely from the trust fund provided for in SECTION 10.03(c), payments in respect of principal of and interest on such Notes when such payments are due; (B) the Issuer's obligations with respect to such Defeased Series or Class under SECTIONS 2.05, 2.06 and 10.02; (C) the rights, powers, trusts, duties and immunities of the Indenture Trustee, the Paying Agent and the Note Registrar hereunder; and (D) this SECTION 10.03 and SECTION 11.17. (b) Subject to SECTION 10.03(c), the Issuer at its option may use available Collections allocable to such Defeased Series or Defeased Class to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under SECTION 10.03(a): (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period Issuer irrevocably shall have deposited or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 caused to be delivered (deposited with the “Release Date”)Indenture Trustee, such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to 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 terms of the Defeasance 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 irrevocable trust agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and Indenture Trustee, as trust funds in trust for making the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall payments described below (A) Dollars (or for Foreign Currency Notes the related Foreign Currency) in an amount, or (B) Eligible Investments (or for Foreign Currency Notes, the investments, if any, specified in the related Indenture Supplement) which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying upon income or gain from the reinvestment of such amounts), and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of the Defeased Series or Defeased Class on the dates scheduled for such payments in this Indenture and the applicable Indenture Supplements and all amounts owed to any Series Enhancer pursuant to any Series Enhancement for any Defeased Series or Defeased Class if so provided in the related Indenture Supplements or Series Enhancements; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its Defeasance right to substitute money or Eligible Investments for Receivables, the Issuer shall deliver to Lender one or more opinions the Indenture Trustee (x) an Opinion of counsel that are customary in commercial lending transactions and subject only Counsel to customary qualifications, assumptions and exceptions opining, among other things, the effect that such assignment deposit and assumption agreement is enforceable against Borrower and termination of obligations will not result in the Successor Borrower in accordance with its terms and that Issuer being required to register as an "investment company" within the Note and meaning of 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 requireInvestment Company Act, and (By) pay all fees, costs an Opinion of Counsel to the effect that such deposit and expenses incurred by Lender termination will not cause the Issuer to be treated as an association 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 publicly traded partnership taxable as expressly set forth in the assignment and assumption agreement.a corporation; (iv) In no event the Issuer shall Lender have delivered an Officer's Certificate stating that the Issuer reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, result in a Default, an Event of Default, an Early Redemption Event or a Reinvestment Event for any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect Series; and (v) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such written notice to the Loan, except that Lender shall notify Borrower if any REMIC Prohibition Period is in effect with respect to Servicer and the Loan after receiving any notice described in Section 2.4(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition PeriodIndenture Trustee.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) Provided no Event of this Section 2.4Default has occurred and is continuing, at any time other than prior to after the expiration date which (i) is two years after the "startup day," within the meaning of Section 860G(a)(9) of the earlier Internal Revenue Code of 1986, as amended from time to time or any successor statute (a) the REMIC Prohibition Period "Code"), of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code, that holds the Note or (bii) forty-two (42) months is four years after the Closing date hereof, whichever shall first occur, and before the Anticipated Repayment Date, Borrower Trustor may cause the release of the Trust Property from the lien of the Mortgage this Deed of Trust and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (Bi) not less than forty-five thirty (45) (but not more than ninety (90)30) days prior written notice shall be given to Lender Trustee and Beneficiary specifying a date (the "RELEASE DATE") on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”)delivered, such date being Release Date only to occur on a Scheduled Payment Date; provided, however, that Borrower shall have Date (as defined in the right (i) to 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 extensionNote); (Cii) all accrued and unpaid interest and all other sums due under the Note, this Agreement Note and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and Beneficiary or its agents in connection with such release (including, without limitation, reasonable legal the fees and expenses for incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance 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;; and (Diii) Borrower Trustor shall deliver to Lender Beneficiary on or prior to the Release Date: (1A) a pledge an amount equal to the remaining principal amount of the Note 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 Yield Maintenance Premium (the “Defeasance Security Agreement”hereinafter defined), which shall provideif any, among other thingssufficient to purchase direct, 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, of 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 prior, but as close as possible possible, to (but in no event later than) all successive Scheduled monthly Payment Dates occurring after the Release Date and assuming the Loan is paid in full on the Anticipated Repayment Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount installment of principal, interest and, if applicable, the fee of the Servicer required to be paid hereunder and/or under this Agreement and the Note (including all amounts due on the Maturity Date) for the balance of the term hereof (the “Defeasance Collateral”"DEFEASANCE COLLATERAL"), each of which shall be duly endorsed by the holder thereof as directed by Lender Beneficiary or accompanied by a written instrument of transfer in form and substance wholly satisfactory to a prudent institutional lender Beneficiary (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 create a first priority security interest therein in favor of Lender the Beneficiary in conformity with all applicable state and federal laws governing granting of such security interests; (3B) a pledge and security agreement, in form and substance satisfactory to Beneficiary in its sole discretion, creating a first priority security interest in favor of Beneficiary in the Defeasance Collateral (the "DEFEASANCE SECURITY AGREEMENT"), which shall provide, among other things, that any excess received by Beneficiary from the Defeasance Collateral over the amounts payable by Trustor hereunder shall be refunded to Trustor promptly after each Payment Date; (C) a certificate of Borrower Trustor certifying that all of the requirements set forth in this Section 2.4(b)(i) Paragraph 57 have been satisfied; (4D) one or more opinions an opinion of counsel for Borrower that are customary Trustor in commercial lending transactions form and subject only substance and delivered by counsel satisfactory to customary qualifications, assumptions and exceptions opiningBeneficiary in its sole discretion stating, among other things, that (i1) Lender Beneficiary has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower Trustor in accordance with its terms, ; and (ii2) 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 that any REMIC Trust that then holds the Note formed pursuant to a securitization will not fail to maintain its status as a REMIC Trust and (iv) "real estate mortgage investment conduit" within the defeasance will not cause any REMIC Trust to be an “investment company” under meaning of Section 860D of the Investment Company Act Code as a result of 1940such defeasance; (5E) Trustor shall deliver evidence in writing from the applicable Rating Agencies to the effect that the collateral substitution will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance event for any securities issued in connection with the securitization which are then outstanding; (F) a certificate in form and scope from a firm of independent public accountants acceptable to a prudent institutional lender from an Acceptable Accountant Beneficiary certifying that the Defeasance Collateral will generate amounts is sufficient to make all payments satisfy the provisions 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)paragraph A above; and (6G) such other certificates, documents and or instruments as a prudent institutional lender Beneficiary 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 Securities. (iib) Upon compliance with the requirements of Section 2.4(b)(i)this paragraph, the Trust Property shall be released from the lien of the Mortgage this Deed of Trust and the other Loan Documents, and the Defeasance Collateral shall constitute sole the only collateral which shall secure the Note and all other obligations under the Loan Documents. Lender Beneficiary will, at Borrower’s Trustor's expense, execute and deliver any agreements reasonably requested by Borrower Trustor to release the lien of the Mortgage and the other Loan Documents Deed of Trust from the Trust Property. Trustor, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Beneficiary and applied to satisfy the obligations of the Trustor under the Note. (iiic) Upon the release of the Trust Property in accordance with this Section 2.4(b)paragraph, Borrower shall Trustor may (or at the option of Beneficiary, shall) assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated by Trustor and approved by Lender Beneficiary in its sole and absolute discretion (“Successor Borrower”)discretion. Successor Borrower Such successor entity shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender Beneficiary in its sole discretion pursuant to which it shall assume Borrower’s Trustor's obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower Trustor shall (Ai) deliver to Lender one or more opinions Beneficiary an opinion of counsel that are customary in commercial lending transactions form and subject only substance and delivered by counsel satisfactory to customary qualifications, assumptions and exceptions opiningBeneficiary in its sole discretion stating, among other things, that such assignment and assumption agreement is enforceable against Borrower Trustor and the Successor Borrower such successor entity in accordance with its terms and that the Note and Note, the Defeasance Security AgreementAgreement and the other Loan Documents, as so assigned and assumed, are enforceable against the Successor Borrower such successor entity 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 (Bii) pay all fees, costs and expenses incurred by Lender Beneficiary 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) abovedocumentation). Upon such assignment and assumption, Borrower Trustor shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance Security AgreementAgreement other than those obligations which are specifically intended to survive the termination; satisfaction or assignment of this Deed of Trust or the exercise of Beneficiary's rights and remedies hereunder. (d) Upon the release of the Trust Property in accordance with this paragraph, except as expressly Trustor shall have no further right to prepay the Note pursuant to the other provisions of this paragraph or otherwise. In connection with the conditions set forth in subparagraph (a)(iii)(A) above, Trustor hereby appoints Beneficiary as its agent and attorney-in-fact for the assignment purpose of purchasing the Defeasance Collateral with funds provided by the Trustor. Trustor shall pay any and assumption agreementall expenses incurred in the purchase of the Defeasance Collateral and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note or otherwise required to accomplish the agreements of this paragraph. (ive) In no event For purposes of this Deed of Trust the Note and the other Loan Documents, the term "YIELD MAINTENANCE PREMIUM" shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect mean the amount, if any, which, when added to the Loanremaining principal amount of the Note, except that Lender shall notify Borrower if any REMIC Prohibition Period is in effect with respect will be sufficient to purchase the Loan after receiving any notice described in Section 2.4(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition PeriodDefeasance Collateral.

Defeasance. (i) Notwithstanding any provisions Upon the Company's exercise of the above option applicable to this Section 2.4 14.2 with respect to any Securities of or within a series, the contraryCompany shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto on the date the conditions set forth in Section 14.4 are satisfied (hereinafter, including"defeasance"). For this purpose, without limitationsuch defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto, subsection (a) which shall thereafter be deemed to be "Outstanding" only for the purposes of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage 14.5 and the other Loan Documents upon Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the satisfaction Trustee, at the expense of the following conditions: (A) no Event of Default Company, shall exist under any of execute proper instruments acknowledging 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”same), such date being on a Scheduled Payment Date; provided, however, that Borrower except for the following which shall have survive until otherwise terminated or discharged hereunder: (1) the right (i) to cancel such notice by providing Lender with notice rights 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 Holders of such cancellation or extension; (C) all accrued Outstanding Securities and unpaid interest and all other sums due under any coupons appertaining thereto to receive, solely from the Notetrust fund, 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 Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D14.4 and as more fully set forth in such Section and Section 14.5, payments in respect of the principal of (and premium, if any) below and interest, if any, on such Securities and any related documentationcoupons appertaining thereto when such payments are due, 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 the Company's 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 Borrowersuch Securities under Sections 3.4, 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 3.5, 3.6, 10.2 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 10.3 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the Loanpayment of Additional Amounts, except that Lender shall notify Borrower if any REMIC Prohibition Period is in effect any, on such Securities as contemplated by Section 10.10, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and (4) this Article Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section 14.2 notwithstanding the prior exercise of its option under Section 14.3 with respect to the Loan after receiving such Securities and any notice described in Section 2.4(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Periodcoupons appertaining thereto.

Defeasance. (a) Subject to paragraph (b) below and provided that: (i) Notwithstanding any provisions an amount sufficient for the payment of this Section 2.4 principal and interest on the Outstanding Bonds to the contraryMaturity Date, including, without limitation, subsection and always subject to paragraph (ac) of this Section 2.4, at any time other than prior below (the “Defeasance Amount”) is credited by the Issuer to an account in a financial institution acceptable to the expiration Bond Trustee (the “Defeasance Account”); (ii) the Defeasance Account is irrevocably pledged and blocked in favour of the earlier of Bond Trustee on such terms as the Bond Trustee shall request (athe “Defeasance Pledge”); and (iii) the REMIC Prohibition Period or Bond Trustee has received such legal opinions and statements reasonably required by it, including (bbut not necessarily limited to) forty-two (42) months after with respect to the Closing Date, Borrower may cause the release validity and enforceability of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions:Defeasance Pledge, then; (A) no Event of Default shall exist the Issuer will be relieved from its obligations under any of the Loan DocumentsClause 12.2 (Requirements as to Financial Reports) paragraph (a), Clause 12.3 (Put Option Event), Clause 12.4 (Security Put Option Event), Clause 12.5 (Information: Miscellaneous) and Clause 13 (General and financial undertakings); (B) not less than forty-five (45) (but not more than ninety (90)) days prior written notice any Transaction Security shall be given to Lender specifying a date on which released and the Defeasance Collateral (as hereinafter defined) is to Pledge shall be delivered (considered replacement of the “Release Date”), such date being on a Scheduled Payment DateTransaction Security; provided, however, that Borrower shall have the right (i) to 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;and (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 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 Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property Obligor shall be released from the lien of the Mortgage and the any Guarantee or other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations obligation applicable to it 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 PropertyFinance Document. (iiib) Upon The Bond Trustee shall be authorised to apply any amount credited to the release Defeasance Account towards any amount payable by the Issuer under any Finance Document on the due date for the relevant payment until all obligations of the Property in accordance with this Section 2.4(b), Borrower shall assign Issuer and all its obligations and rights amounts outstanding under the Note, together with the pledged Defeasance Collateral, to a successor entity designated Finance Documents are repaid and approved by Lender discharged 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 agreementfull. (ivc) In no event shall Lender have any obligation The Bond Trustee may, if the Defeasance Amount cannot be finally and conclusively determined, decide the amount to notify Borrower that a REMIC Prohibition Period is in effect with respect be deposited to the LoanDefeasance Account in its discretion, except that Lender shall notify Borrower if any REMIC Prohibition Period is in effect with respect applying such buffer amount as it deems required. A defeasance established according to the Loan after receiving any notice described in Section 2.4(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall this Clause 18.4 may not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Periodbe reversed.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 anything to the contrary, including, without limitation, subsection contrary in this Indenture or any Indenture Supplement: (a) of this Section 2.4The Issuer may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (each, at any time other than prior to a "Defeased Series") on the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 shall have the right (i) to 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 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 conditions set forth in this Section 2.4(b)(isubsection 11.04(c) have been satisfied; are 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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"Defeasance"); provided, however, that the failure following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Lender the Holders of Notes of the Defeased Series to so notify Borrower receive, solely from the trust funds provided for in subsection 11.04(c), payments in respect of interest on and principal of such Notes when such payments are due; (ii) the Issuer's obligations with respect to such Notes under Sections 2.05 and 2.06; (iii) the rights, powers, trusts, duties, and immunities of the Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Section and Section 12.16. (b) Subject to subsection 11.04(c), the Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its right pursuant to this Section with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01, of the term "Tax Opinion" (the preparation and delivery of which shall not impose be at the expense of the Indenture Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause a Amortization Event with respect to any liability on Lender Series or grant Borrower any right event that, with the giving of notice or the lapse of time, would result in the occurrence of a Amortization Event with respect to defease any Series; and (v) the Loan during any Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such REMIC Prohibition Period.written notice to the Servicer and the Indenture Trustee. [END OF ARTICLE XI]

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at At any time other than subsequent to the Lockout Period and prior to the expiration Anticipated Repayment Date, provided that all of the earlier of (aconditions set forth in Section 9.1(b) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Dateare complied with, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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, hereby agrees that Borrower shall have the right (i) to cancel such notice by providing Lender with notice obtain a release of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend Lien of the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s costs Security Instrument 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 (other than the Release Date, including, without limitation, all fees, costs Defeasance Note 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 Lien of the Defeasance Security Agreement on the property secured thereby) on the Property upon at least thirty (as hereinafter defined30) and days' prior written notice upon satisfaction of the following (such release, after satisfaction of the other materials described in provisions of this Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release9.1(a), shall a "Defeasance"): (i) the execution and delivery of a defeasance note (the "Defeasance Note"), in substitution for the Note and in form and substance reasonably acceptable to Lender, dated as of the date of the Defeasance (which must be paid in full on or prior a Business Day), payable to Lender on the Release Datesame remaining payment terms as the Note; (Dii) Borrower shall deliver to Lender on or prior to the Release Date: execution and delivery of a security agreement (1) a pledge and security agreementthe "Defeasance Security Agreement"), in form and substance satisfactory reasonably acceptable to Lender, dated as of the date of the Defeasance (which must be on a prudent institutional lenderBusiness Day), creating a first priority security interest in favor of Lender, pursuant to which 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 is granted 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 perfected 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 to secure 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, Note; (iii) the release execution and delivery of the lien of the Mortgage appropriate 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 certificatesreasonable agreements and/or instruments, 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 each in form and substance satisfactory reasonably acceptable to a prudent institutional lender Lender, pursuant to which it shall assume Borrower’s the obligations and liabilities of Borrower under the Defeasance Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall Agreement are assumed by a new entity (Athe "Substitute Borrower") 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 which satisfies 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.Single Purpose Entity requirements; (iv) In no event shall Lender have any obligation to notify the execution and delivery by Borrower that a REMIC Prohibition Period is in effect with respect to of the 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 release documents referenced in Section 2.4(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.9.1

Defeasance. (i) Notwithstanding Notwithstanding, any provisions other provision of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the during a REMIC Prohibition Period or (b) forty-two (42) months after the Closing DatePeriod, Borrower may cause (1) voluntarily defease in whole the release Note and obtain releases from the Liens of the Property Mortgages of all of the Properties or (2) partially defease the Note and obtain a release from the lien Lien of the Mortgage of one or more Individual Property, but less than all of the Properties, in each case together with all improvements thereon and other property appurtenant thereto which is collateral for the Loan evidenced hereby (each Individual Property being released from the Lien of the Mortgage is referred to as a "DEFEASED PROPERTY", and the other Loan Documents Individual Properties remaining subject to the Lien of the Mortgages are referred to collectively as the "REMAINING PROPERTY"), upon the satisfaction of the following conditions:conditions (a "DEFEASANCE EVENT"): (A) no Event of Default Borrower shall exist under any of the Loan Documents; (B) give Lender not less than forty-five sixty (4560) (but not more than ninety (90)) days prior written notice shall be given to Lender notice, specifying a (i) the date (the "DEFEASANCE DATE") on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”)delivered, such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i1) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Defeasance Date, or (ii2) to extend the scheduled Release Defeasance Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s 's costs and expenses incurred as a result of such cancellation or extension, (ii) the principal amount of the Loan to be defeased and (iii) the Individual Property to be released; (CB) all All accrued and unpaid interest and all other sums due under this Agreement, the Note, this Agreement Note and under the other Loan Documents up to the Release Defeasance Date, including, without limitation, all fees, reasonable costs and expenses incurred by Lender and or its agents in connection with such partial release (including, without limitation, reasonable any legal fees and expenses for incurred in connection with obtaining and reviewing the review Defeasance Collateral and the preparation of the Defeased Note, the Undefeased Note, the Defeasance 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 Defeasance Date; (C) No Event of Default shall exist under any of the Loan Documents; (D) In the event only a portion of the Note is the subject of a Defeasance Event, Lender, at Borrower's expense, shall prepare all necessary documents to sever the indebtedness evidenced by the Note into two substitute notes, one (the "DEFEASED NOTE") having a principal balance equal to the defeased portion of the original Note, and the other (the "UNDEFEASED NOTE") having a principal balance equal to the undefeased portion of the original Note as of the Defeasance Date. The Defeased Note and the Undefeased Note shall have identical terms as the original Note, except for the principal balance, and the Defeased Note or Defeased Notes and the Undefeased Note or Undefeased Notes shall be crossed-defaulted with each other. A Defeased Note cannot be the subject of any further Defeasance. An Undefeased Note may be the subject of a further Defeasance in accordance with the terms of this Section; (E) Borrower shall deliver the following to Lender on or prior to the Release Defeasance Date: (1) a pledge and security agreement, in form and substance which would be satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein Collateral (the “Defeasance Security Agreement”"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 Dateunder the Note or the Defeased Note, as applicable, 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, of 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 SecuritiesSecurities have confirmed in writing will not cause a downgrade, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M withdrawal or qualification of the Codeinitial, or, if higher, then applicable ratings of the Securities (the "DEFEASANCE COLLATERAL"), that which provide for payments on or prior and to, but as close as possible to (but in no event later than) to, all successive Scheduled Payment Dates occurring scheduled payment dates after the Release DateDefeasance Date upon which interest and principal payments are required under the Note, with each such payment being in the case of a Defeasance Event for the entire outstanding principal balance of the Note, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Note, as applicable and in amounts equal to the scheduled payments due on such dates under the Note or greater than the amount Defeased Note, as applicable (including without limitation scheduled payments of principal, interest and the charges of the corresponding Monthly Payment Amount required to be paid under this Agreement Rating Agencies) and assuming such the Note (including all amounts due or the Defeased Note, as applicable, is paid in full 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 wholly satisfactory to a prudent institutional lender Lender in its sole discretion (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 satisfiedsatisfied in all material respects; (4) one or more opinions of counsel for Borrower that are customary in commercial lending transactions form and subject only substance and delivered by counsel which would be satisfactory to customary qualifications, assumptions and exceptions opininga prudent lender stating, among other things, that (i) Lender has a perfected first priority 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 '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 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) Lender has received written confirmation from any Rating Agency rating any Securities that such substitution of the Defeasance Collateral will not result in a downgrade, withdrawal or qualification of the ratings then assigned to any of the Securities; (6) a certificate in form and scope acceptable to a prudent institutional lender Lender in its sole discretion 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 or the Defeased Note, as applicable (including the scheduled outstanding principal balance of the Loan Note or the Defeased Note, as applicable, due on the Maturity Date); (7) in the event only a portion of the Note is the subject of a Defeasancs Event, evidence reasonably acceptable to Lender that the Undefeased Note will continue to be secured by the Mortgages; and (6) 8) such other certificates, opinions, documents and or instruments as a prudent institutional lender 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 Securities. (ii) Upon compliance with the requirements 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) Upon the release of the Property a defeasance in accordance with this Section 2.4(b)Section, Borrower shall shall, at Lender's sole and absolute discretion, assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, Defeased Note to a successor special-purpose bankruptcy-remote entity designated and approved ("SUCCESSOR BORROWER") to be formed by Lender in Borrower at its sole cost and absolute discretion (“Successor Borrower”)expense. In connection therewith, the Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender Lender in its sole discretion pursuant to which it shall assume Borrower’s 's obligations under the Note or the Defeased Note, as applicable, and the Defeasance Security Agreement. As conditions to The sole asset of Successor Borrower shall be the Defeasance Collateral. In connection with such assignment and assumption, Borrower shall and/or Successor Borrower shall: (A) deliver to Lender one or more opinions an opinion of counsel that are customary in commercial lending transactions form and substance (but subject only to customary qualifications, assumptions qualifications and exceptions opininglimitations) and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower Borrower, as applicable, in accordance with its terms and that the Note or the Defeased Note, as applicable, and the Defeasance Security Agreement, as so assigned Agreement and assumed, any other documents executed in connection with such defeasance are enforceable against Successor Borrower, and, in the Successor Borrower event only a portion of the Note is the subject of a Defeasance Event, the Undefeased Note remains enforceable against Borrower, each 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 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 attorneys' fees, costs 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) abovedisbursements). Upon such assignment and assumptionan assumption by Successor Borrower acceptable to Lender, (i) Borrower shall be relieved of its obligations hereunder, under the Note or the Defeased Note, as applicable, and the Defeasance Security Agreement and, to the extent such documents relate to the Defeased Property, the other Loan Documents, and (ii) in the event only a portion of the Note is the subject of a Defeasance Event, if the Defeased Property is owned other than by the owner of the Remaining Property, then the owner of the Defeased Property shall be relieved of its obligations under the Undefeased Note and the other Loan Documents and under for matters occurring following the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreementpartial defeasance. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of following the earlier to occur of (a) the expiration of the REMIC Prohibition Period or (b) forty-two (42) months after the Closing DateMay 1, 2010, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 shall have the right (i) to 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 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 DateDate during the Lockout Period, 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 to fully prepay the Maturity Dateoutstanding principal balance of the Loan at the expiration of the Lockout Period) for the balance of the term hereof Lockout Period (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 prepayment of the principal balance of the Loan due outstanding on the Maturity Dateexpiration of the Lockout Period); 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 Any provision hereof to the contrary, including, without limitation, subsection (a) of this Section 2.4contrary notwithstanding, at any time other than prior to during the expiration of the earlier of Defeasance Period (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Dateas defined below), Borrower may cause the obtain a release of the Mortgaged Property from the lien of the Mortgage and the other Loan Documents Security Instruments only upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (Bi) not less than forty-five thirty (45) (but not more than ninety (90)30) days prior written notice shall be given to Lender specifying a date (the “Defeasance Date”) on which the Defeasance Collateral (as hereinafter defineddefined below) is to be delivered (the “Release Date”)delivered, such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice first day 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 extensionmonth; (Cii) all accrued and unpaid interest and all other sums due under the this Note, this Agreement the Security Instruments and under the other Loan Other Security Documents up to the Release Defeasance Date, including, without limitation, all fees, reasonable costs and expenses incurred by Lender and or its agents in connection with such release (defeasance, including, without limitation, reasonable any legal fees and expenses for incurred in connection with obtaining and reviewing the review and Defeasance Collateral, the preparation of the Defeasance Security Agreement (as hereinafter defineddefined below) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing accountant fees, Rating Agency fees or other costs related to such release)and investment advisor fees, all of which shall be paid in full on or prior to the Release Defeasance Date; (Diii) no Event of Default, and no event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default, shall exist either at the time Borrower gives notice of the Defeasance Date to Lender or on the Defeasance Date; (iv) 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 before the Defeasance CollateralDate direct, 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, of 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), in such form and amount that provide for the payments prior and prior, but as close as possible possible, to (but in no event later than) all successive Scheduled Payment Dates occurring after regularly scheduled monthly payment dates, including the Release Maturity Date, with each such payment payments being equal to or greater than the amount of the corresponding Monthly Payment Amount monthly payment required to be paid under this Agreement and the Note (including all amounts due on the Maturity Datehereafter, “Scheduled Defeasance Payments”) for the balance of the term hereof and the amount required to be paid on the Maturity Date (the such obligations are collectively and singularly referred to herein as “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 wholly satisfactory to a prudent institutional lender Lender (including, without limitation, such certificates, documents and instruments instrument 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 a first priority security interest therein in such Defeasance Collateral in favor of Lender. The Defeasance Collateral may be purchased by Lender on Borrower’s behalf, in which case Borrower shall deposit with Lender at least three days before the Defeasance Date a sum sufficient, in Lender’s sole and absolute discretion, to purchase the Defeasance Collateral. Any sums in excess of the amount necessary to purchase the Defeasance Collateral shall be remitted to Borrower upon release of the Mortgaged Property. (v) Borrower shall deliver the following to Lender, at Borrower’s cost, on or prior to the Defeasance Date: (A) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in conformity with all applicable state and federal laws governing granting of such security intereststhe Defeasance Collateral (the “Defeasance Security Agreement”); (3B) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) hereunder for a defeasance have been satisfied; (4C) one or more opinions an opinion of counsel for Borrower that are customary in commercial lending transactions form and subject only substance and delivered by counsel satisfactory to customary qualifications, assumptions and exceptions opiningLender in its sole discretion stating, among other things, (x) that (i) Lender has a perfected first priority security interest in the Defeasance Collateral and Collateral, (y) 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 terms and (ivz) that the defeasance will not cause any REMIC Trust the entity which holds this Note to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable fail 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 qualify as a prudent institutional lender may reasonably require; and “real estate mortgage investment conduit” (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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.a

Defeasance. (i) Notwithstanding any provisions Upon the Company's exercise of the above option applicable to this Section 2.4 14.2 with respect to any Securities of or within a series, the contraryCompany shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto on the date the conditions set forth in Section 14.4 are satisfied (hereinafter, including"defeasance"). For this purpose, without limitationsuch defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto, subsection (a) which shall thereafter be deemed to be "Outstanding" only for the purposes of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage 14.5 and the other Loan Documents upon Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the satisfaction Trustee, at the expense of the following conditions: (A) no Event of Default Company, shall exist under any of execute proper instruments acknowledging 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”same), such date being on a Scheduled Payment Date; provided, however, that Borrower except for the following which shall have survive until otherwise terminated or discharged hereunder: (1) the right (i) to cancel such notice by providing Lender with notice rights 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 Holders of such cancellation or extension; (C) all accrued Outstanding Securities and unpaid interest and all other sums due under any coupons appertaining thereto to receive, solely from the Notetrust fund, 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 Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D14.4 and as more fully set forth in such Section and Section 14.5, payments in respect of the principal of (and premium, if any) below and interest, if any, on such Securities and any related documentationcoupons appertaining thereto when such payments are due, 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 the Company's 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 Borrowersuch Securities under Sections 3.4, 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 3.5, 3.6, 10.2 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 10.3 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the Loanpayment of Additional Amounts, except that Lender shall notify Borrower if any REMIC Prohibition Period is in effect any, on such Securities as contemplated by Section 10.7, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and (4) this Article Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section 14.2 notwithstanding the prior exercise of its option under Section 14.3 with respect to the Loan after receiving such Securities and any notice described in Section 2.4(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Periodcoupons appertaining thereto.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) If HRTAC shall pay or provide for the payment of the entire indebtedness on particular Bonds in any one or more of the following ways: (1) by paying or causing to be paid the principal of and premium, if any, and interest on such Bonds, as and when the same shall become due and payable; (2) by delivering such Bonds to the Trustee for cancellation; or (3) by depositing with the Trustee (or an escrow agent acceptable to the Trustee), in trust, cash and/or Defeasance Obligations in such amount as will, together with the income or increment to accrue on such Defeasance Obligations (the “Defeasance Amount”), be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity dates, without consideration of any reinvestment of the Defeasance Amount, as a Verification Agent shall verify to the Trustee’s satisfaction; (4) and if HRTAC shall also pay or provide for the payment of all other sums payable hereunder by HRTAC with respect to such Bonds, and, if such Bonds are to be redeemed before their maturity, notice of such redemption shall have been given as provided in Article IV of this Section 2.4Master Indenture (or the corresponding provisions of the Related Series Supplements) or provisions satisfactory to the Trustee shall have been made for the giving of such notice, such Bonds shall cease to be entitled to any lien, benefit or security under this Master Indenture except as provided in subsection (d) below. (b) HRTAC may at any time other than prior surrender to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower Trustee for cancellation any Bonds previously authenticated and delivered that HRTAC may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under have acquired in 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 shall have the right (i) to 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 Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentationmanner whatsoever, and any servicing feessuch Bonds, Rating Agency fees or other costs related to upon such release)surrender and cancellation, shall be deemed to be paid and retired as provided in full this Section. (c) Upon such defeasance all rights of HRTAC, including its right to provide for optional redemption of Bonds on dates other than planned pursuant to such defeasance, shall cease unless specifically retained by filing a written notification thereof with the Trustee on or prior to the Release Date;date the Defeasance Amount is deposited with the Trustee or escrow agent. (Dd) Borrower When a Bond is deemed to be paid hereunder, as aforesaid, it shall deliver to Lender on no longer be secured by or prior entitled to the Release Date: benefits of this Master Indenture, except for the purposes of any such payment (1to the exclusion of all other Owners) 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 Amount and except for the amounts payable by Borrower on a given Scheduled Payment Dateprovisions of this Section, 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; Articles III and IV (2) (i) direct non-callable obligations of, or guaranteed as to timely payment by, and the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) corresponding sections of the Investment Company Act Series Supplements) and Section 6.1 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 SecuritiesMaster Indenture. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (ia) Notwithstanding any provisions of this Section 2.4 Article 2 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the following a REMIC Prohibition Period or (b) forty-two (42) months after the Closing DatePeriod, Borrower may cause the release of the Property from the lien Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (Ai) no Event of Default shall exist under any of the Loan Documentshave occurred and be continuing; (Bii) not less than forty-five thirty (4530) (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 shall have the right (i) to cancel or extend (by no more than thirty (30) days) such notice by providing Lender with notice of cancellation or extension not less than 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 's costs and expenses incurred as a result of such cancellation or extension; (Ciii) all accrued and unpaid interest and all other sums due under this Agreement, the Note, this Agreement Note 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 Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D2.7(a)(iv) 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; (Div) Borrower shall deliver to Lender on or prior to the Release Date: (1A) a pledge and security agreement, in form and substance which would be satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein Collateral (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) (iB) direct non-callable obligations of, or guaranteed as to timely payment by, of the United States of America or or, to the extent satisfying Rating Agency criteria, other obligations which are “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company Act of 19401940 (and in connection therewith, or (iiBorrower hereby appoints Lender as its agent and attorney in fact for the purpose of purchasing the same) 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 on a Business Day prior and as close as possible to each successive Payment Date (but in no event later thanand the Maturity Date) 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 and all amounts due on the Maturity Date) for the balance of the term hereof Date (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 which would be 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-book entry transfers and pledges through the book-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; (3C) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i2.7(a) have been satisfied; (4D) one or more opinions of counsel for Borrower that are customary in commercial lending transactions form and subject only substance and delivered by counsel which would be satisfactory to customary qualifications, assumptions and exceptions opininga prudent lender stating, among other things, that (i1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, and (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, (iii2) 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 1940Trust; (5E) a certificate in form and scope acceptable which would be satisfactory to a prudent institutional lender from an Acceptable Accountant independent certified public accountant acceptable to Lender certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under this Agreement and the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); and; (6F) such other certificates, opinions, documents and instruments as a prudent institutional lender may reasonably would require; and (EG) in the event the Loan is held by a REMIC TrustTrust and if required by Lender, Lender has received written confirmation from any obtained a 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 SecuritiesConfirmation. (iib) Upon compliance with the requirements of Section 2.4(b)(i2.7(a), the Property shall be released from the lien 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 willshall, at Borrower’s '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. (iiic) Upon As a condition to the release of the Property in accordance with this Section 2.4(b)2.7, Borrower shall assign all its obligations and rights under this Agreement and the Note, together with the pledged Defeasance Collateral, to a successor single purpose entity designated and approved by Lender in its sole and absolute discretion (“"Successor Borrower”"). Any Successor Borrower shall either be newly-formed at the time of the Defeasance or shall be unaffiliated with the Borrower. Lender's right to designate and approve the Successor Borrower shall, at the sole option of Bank of America, N.A., be exercised by Bank of America, N.A. and shall be retained by Bank of America, N.A. (or any successor or assign pursuant to an assignment of such retained rights separate and apart from the transfer or Securitization of all or any portion of the Loan), notwithstanding any transfer or Securitization of all or any portion of the Loan. Successor Borrower shall execute an assignment and assumption agreement in form and substance which would be satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s 's obligations under this Agreement, the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (Ai) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions form and subject only substance and delivered by counsel which would be satisfactory to customary qualifications, assumptions and exceptions opininga prudent lender stating, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that this Agreement, the Note and Note, the Defeasance Security AgreementAgreement and the other Loan Documents, 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, including, if required by Lender, a New Non-Consolidation Opinion from counsel to the Successor Borrower, and (Bii) pay all fees, costs and expenses incurred by Lender or its agents and Successor Borrower 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, and excluding any assumption fee which may otherwise be due pursuant to the other Loan Documents). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under this Agreement and the Note, under the other Loan Documents and under the Defeasance Security AgreementAgreement arising from and after the Release Date, except as expressly set forth in the assignment and assumption agreement. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 anything to the contrary, including, without limitation, subsection contrary in this Agreement or any Supplement: (a) of this Section 2.4The Transferors may at their option be discharged from their obligations hereunder with respect to any Series or all outstanding Series (each, at any time other than prior to a "Defeased Series") on the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 shall have the right (i) to 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 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 conditions set forth in this Section 2.4(b)(isubsection 12.04(c) have been satisfied; are satisfied (4a "Defeasance") one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject but only if Defeasance is explicitly available 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 such Series in accordance with its terms, related Supplement (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the it being understood that 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 available to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary Series in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among any 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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)(Bcase); provided, however, that the failure following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Lender the Holders of Investor Certificates of the Defeased Series to so notify Borrower receive, solely from the trust fund provided for in subsection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (ii) the Transferors' obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trusts, duties, and immunities of the Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Section 12.04. (b) Subject to subsection 12.04(c), the Transferors at their option may cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not impose be at the expense of the Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Moody's, such deposit and termination of obligations would not be a fraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferors); 100 (iv) the Transferors shall have delivered to the Trustee an Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause a Pay-Out Event with respect to any liability on Lender Series or grant Borrower any right event that, with the giving of notice or the lapse of time, would result in the occurrence of a Pay-Out Event with respect to defease any Series; and (v) the Loan during any Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of such REMIC Prohibition Period.written notice to the Servicer and the Trustee. [END OF ARTICLE XII]

Defeasance. (i) Notwithstanding At any provisions of this Section 2.4 time prior to the contraryfirst Payment Date that is three (3) months prior to the Maturity Date, the Borrowers may defease the Loan at any time, in whole or, from time to time, in part in accordance with the following provisions: (A) Lender shall have received from the Borrowers not less than thirty (30) days' prior written notice specifying the date proposed for such defeasance and the amount which is to be defeased, which proposed date shall be a Payment Date. (B) The Borrowers shall also pay to Lender all interest due through and including the last day of the Interest Accrual Period during which such defeasance is being made, together with any and all other amounts due and owing pursuant to the terms of the Loan Documents, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions:costs incurred in connection with a defeasance. (AC) no 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 have occurred and be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”)continuing unless, such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to 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 (includingdefeasance, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance 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;of one or more Properties which are the subject of a proposed defeasance will cure such Event of Default. (D) Borrower The Borrowers shall (i) deliver Federal Obligations sufficient to make the Scheduled Defeasance Payments to Lender (ii) deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance reasonably satisfactory to a prudent institutional lenderLender, creating a first priority security interest lien on the Federal Obligations purchased by Borrowers in favor accordance with the terms of Lender in the Defeasance Collateral, as defined herein this Section 11.3 (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 deliver 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 an Officer's Certificate certifying that all of the requirements set forth in this Section 2.4(b)(i) 11.3 have been satisfied; ; (43) one or more opinions deliver to Lender an opinion of counsel for Borrower that are customary the Borrowers in commercial lending transactions form and subject only substance reasonably satisfactory to customary qualifications, assumptions and exceptions opiningLender stating, among other things, that (i) Lender has a first priority perfected security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, Federal Obligations; (ii4) in the event of if only a bankruptcy proceeding or similar occurrence with respect to Borrower, none portion of the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 Loan is being defeased, the Borrowers shall execute and deliver all necessary documents to split the Note into two substitute notes, one having a principal balance equal to the defeased portion of the U.S. Bankruptcy Code or any similar statute Note (the "Defeased Note") and one note having a principal balance equal to the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 undefeased portion of the U.S. Bankruptcy Code or applicable state lawNote (the "Undefeased Note"), with a balloon payment on the Defeased Note due on the first Payment Date that occurs three (iii3) months prior to 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; Maturity Date; (5) deliver to Lender a certificate certificate, in form and scope acceptable substance reasonably satisfactory to a prudent institutional lender Lender from an Acceptable Accountant certifying independent certified public accountant confirming that the Defeasance Collateral will generate amounts sufficient to make all payments requirements of principal this Section 11.3 have been satisfied; 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) deliver to Lender such other certificates, documents and documents, opinions or instruments as a prudent institutional lender Lender may reasonably require; andrequest. The Borrowers, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the Federal Obligations shall be made directly to Lender and applied to satisfy the obligations of the Borrowers under the Defeased Note. The Defeased Note and the Undefeased Note shall have identical terms as the Note, except for the principal balance, payment amounts and amortization schedules and with a balloon payment on the Defeased Note due on the first Payment Date that occurs three (3) months prior to the Maturity Date. A Defeased Note cannot be the subject of a further defeasance. (E) in the event the Loan is held by Lender shall have received 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 SecuritiesConfirmation. (iiF) Upon compliance with If the requirements of Section 2.4(b)(iBorrowers defease the Loan in whole and will continue to own any assets other than the Federal Obligations delivered to Lender, the Borrowers shall establish or designate a special-purpose bankruptcy-remote successor entity reasonably acceptable to Lender (the "Successor Borrowers"), the Property shall be released from the lien of the Mortgage with respect to which a substantive nonconsolidation opinion satisfactory to Lender has been delivered to Lender and the other Loan DocumentsBorrowers shall transfer and assign to the Successor Borrowers all obligations, rights and the Defeasance Collateral shall constitute sole collateral which shall secure duties under 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) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the NoteSecurity Agreement, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Federal Obligations. The 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 Borrowers shall assume Borrower’s the obligations of the Borrowers 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 Agreement 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 Borrowers shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents hereunder and under the Defeasance Security Agreement, except as expressly set forth in the assignment thereunder. The Borrowers shall pay Ten and assumption agreement. No/100 Dollars (iv$10.00) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any Successor Borrowers as consideration for assuming such REMIC Prohibition PeriodBorrowers obligations.

Defeasance. On the date that the following conditions shall have been satisfied: (i) Notwithstanding any provisions of this Section 2.4 the Transferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the contrarysum of the Class A Outstanding Principal Amount, includingthe Class B Outstanding Principal Amount and the Class C Outstanding Principal Amount, without limitationand (y) in the Accumulation Period Reserve Account, subsection an amount equal to or greater than the Covered Amount, as estimated by the Transferor, for the period from the date of such deposit to the Principal Funding Account through the Expected Final Payment Date; (ii) the Transferor shall have delivered to the Trustee (a) an opinion of this Section 2.4, at any time other than prior counsel to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (B) effect that such deposit will 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 shall have the right (i) to 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 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 Trust being 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 register as to timely payment by, the United States of America or other obligations which are “government securities” an "investment company" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or as amended, (iib) an opinion of counsel 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 effect that following such deposit none of the Code)Trust, 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 Accumulation Period Reserve Account or greater than the amount of the corresponding Monthly Payment Amount required Principal Funding Account will be deemed to be paid under this Agreement and the Note an association (including all amounts due on the Maturity Dateor publicly traded partnership) for the balance of the term hereof taxable as a corporation, (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; (3c) a certificate of Borrower certifying that all an officer 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 Transferor stating that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of Transferor reasonably believes that such deposit will not cause 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 Pay Out Event or any similar statute and event that, with the grant giving of security interest therein notice or the lapse of time, would constitute a Pay Out Event, 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 occur; and (iv) the defeasance a Ratings Event will not cause any REMIC Trust occur, the Series 1997-1 Certificates will no longer be entitled 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 security 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) Trust 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 AgreementReceivables and, except as expressly those set forth in clause (i) above, other Trust assets and the assignment percentages applicable to the allocation to the Series 1997-1 Certificateholders of Principal Collections, Finance Charge Collections and assumption agreementDefaulted Receivables will be reduced to zero. Upon the satisfaction of the foregoing conditions, the Class D Invested Amount will be reduced to zero. (iv) In no event SECTION 7. Article V of the Agreement. Article V of the Agreement shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is read in effect with respect its entirety as follows and shall be applicable only to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.Series 19971 Certificates:

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 anything to the contrary, including, without limitation, subsection contrary in this Indenture or any Indenture Supplement: (a) of this Section 2.4The Issuer may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (each, at any time other than prior to a "DEFEASED SERIES") on the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 shall have the right (i) to 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 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 conditions set forth in this Section 2.4(b)(isubsection 11.04(c) have been satisfied; are 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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"DEFEASANCE"); provided, however, that the failure following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Lender the Holders of Notes of the Defeased Series to so notify Borrower receive, solely from the trust funds provided for in subsection 11.04(c), payments in respect of interest on and principal of such Notes when such payments are due; (ii) the Issuer's obligations with respect to such Notes under Sections 2.05 and 2.06; (iii) the rights, powers, trusts, duties, and immunities of the Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Section and Section 12.16. (b) Subject to subsection 11.04(c), the Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not impose any liability later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on Lender income or grant Borrower any right gain from reinvestment of such amount), and which shall be applied by the Indenture Trustee to defease pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the Loan during any dates scheduled for such REMIC Prohibition Period.payments in this Indenture and the applicable Indenture

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) Notwithstanding anything to the contrary contained in the Note, this Deed of this Section 2.4Trust or the other Loan Documents, at any time other than prior to after the expiration second (2nd) anniversary of the earlier date that is the "startup day," within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (athe "Code"), of a "real estate mortgage investment conduit" ("REMIC") within the REMIC Prohibition Period meaning of Section 860D of the Code, that holds the Note and this Deed of Trust and provided (unless Beneficiary shall otherwise consent, in its sole discretion) no default or (b) forty-two (42) months after Event of Default has occurred and is continuing hereunder or under any of the Closing Dateother Loan Documents, Borrower may cause Grantor shall have the right to obtain the release of the Property from the lien of the Mortgage this Deed of Trust and the other Loan Documents (the "Defeasance") upon the satisfaction of each of the following conditionsconditions precedent: (A) no Event of Default shall exist under any of the Loan Documents; (B1) not less than forty-five thirty (4530) (but not more than ninety (90)) days days' prior written notice shall be given to Lender the Beneficiary specifying a date regular Payment Date under the Note (the "Defeasance Election Date") on which the Defeasance Collateral Deposit (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to 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 extensionmade; (C2) all the remittance to the Beneficiary on the related Defeasance Election Date of interest accrued and unpaid interest on the outstanding principal amount of the Note to and including the Defeasance Election Date and the scheduled amortization payment due on such Defeasance Election Date, together with all other sums amounts then due and payable under the Note, this Agreement Deed of Trust and under the other Loan Documents up Documents; (3) the irrevocable deposit with the Beneficiary of an amount (the "Defeasance Deposit") 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 date of any payment, 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 the Release DateBeneficiary, including, without limitation, all fees, costs to pay and expenses incurred by Lender and its agents in connection with such release discharge the Scheduled Defeasance Payments (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as hereinafter defined); (4) 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 delivery on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior Defeasance Election Date to the Release DateBeneficiary of: (1A) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lenderthe Beneficiary, creating a first priority security interest in favor of Lender in lien on the Defeasance Collateral, as defined herein Deposit (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, Security Agreement shall be refunded to Borrower promptly included within the definition of "Deed of Trust" for purposes of each Loan Document from and after each such Scheduled Payment Datethe date of its execution; (2B) (i) direct non-callable obligations of, or guaranteed as to timely payment bya release of the Property from this Deed of Trust, the United States Assignment and any UCC Financing Statements relating thereto (for execution by the Beneficiary) in a form appropriate for cancellation of America or other obligations such documents in the jurisdiction in which are “government securities” within the meaning of Section 2(a)(16) Property is located and termination 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 interestsCash Management Agreement; (3C) a certificate of Borrower an authorized representative of Grantor certifying that all of the requirements set forth in this Section 2.4(b)(isubparagraph (a) have been satisfied; (4D) one or more opinions an opinion of counsel for Borrower Grantor in form and substance satisfactory to the Beneficiary to the effect that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender the Beneficiary has a perfected first priority security interest in the Defeasance Collateral Deposit; (E) an opinion of counsel for Beneficiary, prepared and delivered by the servicer at Grantor's reasonable expense, stating that the Defeasance Security Agreement is enforceable against Borrower any trust formed as a REMIC in accordance connection 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 Secondary Market Transaction 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 as a result of 1940such Defeasance; (5F) a certificate evidence in form and scope acceptable writing from the applicable Rating Agencies to a prudent institutional lender from an Acceptable Accountant certifying the effect that the Defeasance Collateral collateral substitution 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 not result in a downgrading, withdrawal or qualification of the Loan due on respective ratings in effect immediately prior to such Defeasance for any securities issued in connection with the Maturity Date)Secondary Market Transaction which are then outstanding; and (6G) such other certificates, documents and or instruments as a prudent institutional lender Beneficiary may reasonably require; andrequest; (E5) the payment by Grantor to Beneficiary of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred or anticipated to be incurred by Beneficiary in connection with the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution release of the Defeasance Collateral will not result in a downgradeProperty from the lien of this Deed of Trust and the other Loan Documents pursuant to this Section 1.35 including, withdrawalwithout limitation, or qualification Beneficiary's determination of whether Grantor has satisfied all of the ratings then assigned to any of the Securitiesrelated conditions and requirements set forth in this Section 1.35. (ii6) contemporaneous Defeasance election being undertaken and completed relative to the Olympia Property and pursuant to the terms of the Olympia Deed of Trust. (b) Upon compliance with the requirements of Section 2.4(b)(i)subparagraph (a) above, the Property shall be released from the lien of this Deed of Trust, the Mortgage Assignment and any UCC Financing Statements related thereto, the other Loan Documents, obligations hereunder 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 with respect to the Property shall no longer be applicable and the Defeasance Deposit shall be the sole source of collateral securing the Note. Beneficiary shall apply the Defeasance Deposit and the payments received therefrom to the payment of all scheduled principal and interest payments (the "Scheduled Defeasance Payments") due on all successive Payment Dates under the Note after the Defeasance Election Date including the payment due on the Maturity Date (as defined in the Note). Grantor, pursuant to the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from the Property. (iii) Upon Defeasance Deposit shall be made directly to Beneficiary and applied to satisfy the release obligations of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights Grantor under the Note. In connection with such release, together with if Grantor shall continue to own any assets other than the pledged Defeasance CollateralDeposit, to Grantor shall establish or designate a single-purpose, bankruptcy-remote successor entity designated and approved by Lender in its sole and absolute discretion acceptable to Beneficiary (“the "Successor Borrower”Trustor"). Successor Borrower shall execute an assignment and assumption agreement , with respect to which a nonconsolidation opinion satisfactory in form and substance satisfactory to a prudent institutional lender pursuant Beneficiary has been delivered to Beneficiary (if such nonconsolidation opinion was required of Grantor in connection with the origination of the indebtedness secured hereby) in which it case Grantor shall assume Borrower’s obligations transfer and assign to the Successor Trustor all obligations, rights and duties under the Note and the Defeasance Security Agreement, together with the pledged Defeasance Deposit. As conditions to such assignment and assumption, Borrower The Successor Trustor shall (A) deliver to Lender one or more opinions assume the obligations 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 Grantor under 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 Grantor shall be relieved of its obligations hereunder, under hereunder and thereunder. Grantor shall pay One Thousand and No/100 Dollars ($1,000.00) to the Note, under the other Loan Documents and under the Defeasance Security Agreement, except Successor Trustor as expressly set forth in the assignment and assumption agreementconsideration for assuming such Grantor obligations. (ivc) In no event As used herein, the term "U.S. Government Securities" shall Lender have any obligation to notify Borrower mean securities that a REMIC Prohibition Period are direct obligations of the United States of America for the full and timely payment of which its full faith and credit is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Periodpledged.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at for any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 shall have the right (i) to 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 reason whatsoever (including, without limitation, reasonable legal fees and expenses for the review and preparation insolvency, bankruptcy or reorganization of the Defeasance Security Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding any such termination. (b) Provided that (x) no monetary Default, Default as to which Notice thereof has been previously given to Tenant or Event of Default shall have occurred and be continuing under the Lease, (y) Cash Flow (as defined below) for a period of twelve (12) consecutive months commencing on or after January 1, 1998 equals or exceeds 1.4 times the aggregate Minimum Rent payable with respect to such period, and (z) HPT shall receive a supplemental schedule included with the audited financial statements evidencing the foregoing, in form and substance reasonably satisfactory to HPT prepared by a, so-called, "Big-Six" accounting firm or such other certified public accountants as are reasonably satisfactory to HPT, this Agreement shall terminate ten (10) Business Days after delivery to HPT of the financial statements described in clause (z) preceding, and HPT shall, within thirty (30) days after the written request of the Guarantor, confirm such termination by executing a release of the Guarantor from all obligations and liabilities arising under this Agreement subsequent to the release date and returning any unapplied balance of the Guaranty Deposit (as hereinafter defined) to the Guarantor, together with any accrued and of unpaid interest thereon. In 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), event that the foregoing conditions shall be paid in full on or prior satisfied except that HPT shall have previously given Notice of Default pursuant to the Release Date; (D) Borrower Lease, provided that HPT 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, determine 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 SecuritiesDefault can be cured by payment of a liquidated sum, other non-callable government securities satisfying applicable REMIC provisions (e.g.HPT shall refund, §§ 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 termsthe foregoing provisions, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none that portion of the Defeasance Collateral nor any proceeds thereof will be property Guaranty Deposit, if any, in excess of Borrower’s estate under Section 541 such liquidated sum and HPT shall thereafter hold such retained portion 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 Securities. (ii) Upon compliance with the requirements 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) Upon the release of the Property Guaranty Deposit in accordance with this Section 2.4(b), Borrower shall assign all its obligations Agreement and rights under pay the Note, together with same to the pledged Defeasance Collateral, 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 Guarantor upon 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 curing 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 agreementapplicable Default. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (a) In the event Borrower 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 compliance with the following conditions precedent: (i) Notwithstanding any provisions the delivery by Borrower of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 30 days' prior written notice shall be given to Lender specifying a date regularly scheduled Payment Date (the "Defeasance Date") on which the Defeasance Collateral (as hereinafter defined) Deposit is to be delivered (made and the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) principal amount to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or be defeased; (ii) the payment to extend Lender of all scheduled interest and principal payments due and unpaid on the scheduled Release Date until the next Scheduled Payment Defeasance 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; (Ciii) all accrued and unpaid interest and with respect to defeasance of the Loan in whole pursuant to Section 2.6 only, the payment to Lender of all other sums due under the Note, this Agreement the Mortgages and under the other Loan Documents up Documents; (iv) with respect to defeasance of the Release DateLoan pursuant to Section 2.7(a) only, including, without limitation, payment of all fees, costs and expenses incurred by other amounts due under the Related Mortgage; (v) the payment to 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 Security Agreement (as hereinafter defined) and of Deposit on 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 Defeasance Date; (Dvi) Borrower shall deliver the delivery to Lender on or prior to the Release Dateof: (1A) a pledge and security agreement, in form and substance reasonably satisfactory to a prudent institutional lenderLender, creating a first priority security interest in favor of Lender in lien on the Defeasance Collateral, as defined herein 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 “Defeasance "Security Agreement”"); 104 100 (B) with respect to defeasance of the Loan in whole pursuant to Section 2.6 only, which shall provide, among other things, that any excess amounts received by Lender releases for each of the Individual Properties from the Defeasance Collateral over Liens of the amounts payable Related Mortgages, the Assignments of Leases, the Assignments of Agreements and UCC-1 financing statements (for execution by Borrower on a given Scheduled Payment Date, Lender) in forms appropriate for the jurisdiction in 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 DateIndividual Property is located; (2C) with respect to defeasance of the Loan pursuant to Section 2.7(a) only, the releases described in Section 2.11(a) (ifor execution by Lender) direct non-callable obligations of, or guaranteed as to timely payment by, in forms appropriate for the United States of America or other obligations jurisdiction in 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 interestsIndividual Property is located; (3D) a certificate of Borrower an Officer's Certificate certifying that all of the requirements set forth in this Section 2.4(b)(i) 8.30 have been satisfied; (4E) one or more opinions an opinion of counsel for Borrower that are customary in commercial lending transactions and subject only form reasonably satisfactory to customary qualifications, assumptions and exceptions opiningLender stating, among other things, that (i) Lender has a perfected security interest in the Defeasance Collateral Deposit and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) a first priority perfected security interest 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 U.S. Obligations purchased by Lender on behalf 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 (6F) such other certificates, documents and or instruments as a prudent institutional lender Lender may reasonably requirerequest, 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 (Evii) Lender shall have received confirmation in writing from the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any applicable Rating Agency rating any Securities Agencies that substitution of the Defeasance Collateral such defeasance will not result in a downgradequalification, withdrawal, withdrawal or qualification downgrading of the ratings then assigned in effect immediately prior to such defeasance for any of the SecuritiesCertificates 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. (iib) Upon With respect to defeasance of the Loan in whole pursuant to Section 2.6, upon compliance with the requirements of Section 2.4(b)(i8.30(a), (i) the Mortgaged Property shall be released from the lien liens of the Mortgage Mortgages, the Assignments of Leases, the Assignments of Agreements and the other 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 Documentspursuant to Section 2.7(a), and upon compliance with the requirements of Section 8.30(a) the applicable Individual Property or Properties shall be released pursuant to Section 2.11(a). (c) Any portion of the Defeasance Collateral 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 constitute sole collateral which be remitted to Borrower. (d) Borrower shall secure have the Note right to assign to Lender (or, at Lender's option, to Lender's designee or nominee) and all other Lender (or such designee or nominee) shall have the obligation to assume, the 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) Upon the 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 Collateral, 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)principal amount so defeased. 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.[signature page follows] 106

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 anything to the contrary, including, without limitation, subsection contrary in this Indenture or any Indenture Supplement: (a) of this Section 2.4The Issuer may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (each, at any time other than prior to a "Defeased Series") on the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 shall have the right (i) to 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 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 conditions set forth in this ---------------- Section 2.4(b)(i11.01(c) have been satisfied; are 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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"Defeasance"); provided, however, that the failure ---------------- ---------- -------- ------- following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Lender the Holders of Notes of the Defeased Series to so notify Borrower receive payments in respect of principal of and interest on such Notes when such payments are due; (ii) the Issuer's obligations with respect to such Notes under Sections 2.05 and 2.06; (iii) the rights, powers, trusts, duties, and immunities ------------- ---- of the Indenture Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Section 11.01 and Section 12.14. ------------- ------------- (b) Subject to Section 11.01(c), no Collections shall be ---------------- allocated to any Defeased Series. (c) The following shall be the conditions precedent to any Defeasance under Section 11.01(a): --------------- (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee and any Series Enhancer, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not impose later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of each Defeased Series and all other amounts owing in respect of such Defeased Series (including all amounts owing under any liability related Enhancement Agreement to any Series Enhancer) on Lender the dates scheduled for such payments in this Indenture and the applicable Indenture Supplements; (ii) a statement from a firm of nationally recognized independent public accountants (who also may render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; ---------- (iii) prior to its first exercise of its right pursuant to this Section 11.01 with respect to a Defeased Series to ------------- substitute money or grant Borrower any right Eligible Investments for Receivables, the Issuer shall have delivered to defease the Loan during any Indenture Trustee an Opinion of Counsel to the effect that such REMIC Prohibition Period.deposit and termination of obligations will not result in the Issuer being required to register as an "investment company" within the meaning of the Investment Company Act;

Defeasance. (i) A. Notwithstanding any provisions of this Section 2.4 anything to the contrarycontrary contained in this Note, including, without limitation, subsection (a) of this Section 2.4the Instrument or the Loan Documents, at any time other than (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 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 ninety (90) days prior to the expiration Maturity Date (the "PERMITTED PREPAYMENT DATE"); and provided (unless Lender shall otherwise consent, in its sole discretion) no event of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Datedefault has occurred and is continuing, Borrower may cause shall have the right to obtain the release of the Property from the lien of the Mortgage Instrument and the other Loan Documents (such release, the "DEFEASANCE") upon the satisfaction of the following conditions:conditions precedent (all of which conditions shall become covenants upon occurrence of the Defeasance): (Ai) no Event of Default Borrower shall exist under any of the Loan Documents; (B) provide to Lender not less than forty-five (45) (but not more than ninety (90)) days 30 days' prior written notice shall be given to Lender specifying a date Payment Date on which the Defeasance Collateral Deposit (as hereinafter defined) is to be delivered made (the “Release Date”date so specified may be referred to as the "DEFEASANCE ELECTION DATE"), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to 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 to Lender on the Defeasance Election Date all of Lender’s costs and expenses incurred as a result of such cancellation or extension; (C) all interest accrued and unpaid interest 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 sums amounts then due and payable under the this Note, this Agreement the Instrument and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Documents. (iii) Borrower shall irrevocably deposit with Lender and its agents in connection with such release an amount of U.S. Government Securities (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as 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 materials described in Section 2.4(b)(i)(D) below increase from the issuer of the securities earned thereon and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release)replacements thereof, shall be paid in full on or prior referred to herein as the Release Date;"DEFEASANCE DEPOSIT." (Div) Borrower shall deliver cause the following to be delivered to Lender on or prior to the Release Defeasance Election Date, all in form and substance satisfactory to Lender in its reasonable discretion: (1a) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lenderLender, creating a first priority security interest in favor of Lender in lien on the Defeasance Collateral, as defined herein Deposit (the “Defeasance Security Agreement”"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; (2b) (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 interestsCPA Certificate; (3c) a certificate of Borrower certifying that all of requirements for the requirements Defeasance set forth in this Section 2.4(b)(i) herein have been satisfied; (4d) one or more opinions an opinion of counsel for Borrower that are customary in commercial lending transactions form and subject only substance satisfactory to customary qualifications, assumptions and exceptions opining, among other things, Lender to the effect that (i) Lender has a perfected first priority security interest in the Defeasance Collateral Deposit, and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (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 United States federal income tax on the same amounts, in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of same manner and at the same times as would have been the case if 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 had not occurred, 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) any holder, trustee or custodian of this Note which is a "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" within the release meaning of Section 860D of the lien of the Mortgage and the pledge of Defeasance Collateral Code will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as such as a REMIC Trust and (iv) result of the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940Defeasance; (5e) evidence in writing from the applicable rating agencies for any securitization transaction of which this Note is a certificate in form and scope acceptable part, to a prudent institutional lender from an Acceptable Accountant certifying the effect 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 downgradedowngrading, withdrawal, or qualification of the ratings then assigned in effect immediately prior to any 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 Securitiestime 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) Borrower 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 Deposit, or (ii) Borrower shall satisfy all of the requirements of Section C below. (vi) Borrower shall pay to 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 2.4(b)(i)A above, Lender shall cause the Property shall to be released from the lien of the Mortgage Instrument, the obligations hereunder 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 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 Note after the Defeasance Election Date and the payment due on the maturity date specified in this Note (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from the PropertyDefeasance Deposit shall be made directly to Lender and applied to satisfy the obligations of Borrower under this Note. (iii) Upon C. If, after the release of Defeasance, Borrower will own any assets other than the Property in accordance with this Section 2.4(b)Defeasance Deposit, Borrower shall assign all its obligations and rights under the Noteestablish or designate a single-purpose, together with the pledged Defeasance Collateral, to a bankruptcy-remote successor entity designated and approved by acceptable to Lender in its sole and absolute discretion (“Successor Borrower”the "SUCCESSOR BORROWER"). Successor Borrower shall execute an assignment and assumption agreement , with respect to which a non-consolidation opinion satisfactory in form and substance satisfactory to Lender and any applicable rating agencies shall be delivered to Lender and such rating agencies (if such a prudent institutional lender pursuant to non-consolidation opinion was required of Borrower in connection with the origination of the indebtedness secured hereby) in which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, case Borrower shall (A) deliver transfer and assign 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 all obligations, rights and that the duties under this Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against together with the pledged Defeasance Deposit. The Successor Borrower in accordance with their respective termsshall assume the obligations of Borrower under this Note and the Defeasance Security Agreement, 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 hereunder and thereunder. Borrower shall pay not less than $1,000 to the Note, under the other Loan Documents and under the Defeasance Security Agreement, except Successor Borrower as expressly set forth in the assignment and assumption agreementconsideration for assuming such Borrower obligations. D. As used herein, the term "U.S. GOVERNMENT SECURITIES" shall mean securities that are (ivi) In no event 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 Lender have any obligation to notify Borrower that 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 REMIC Prohibition Period is depository receipt issued by a bank (as defined in effect Section 3(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 Loanaccount of the holder of such depository receipt, provided that (except that Lender shall notify Borrower if as required by law) such custodian is not authorized to make any REMIC Prohibition Period is in effect with respect deduction from the amount payable to the Loan after receiving holder of such depository receipt from any notice described amount received by the custodian in Section 2.4(b)(i)(B); provided, however, that respect of the failure securities or the specific payment of Lender to so notify Borrower shall not impose any liability principal of or interest on Lender or grant Borrower any right to defease the Loan during any securities evidenced by such REMIC Prohibition Perioddepository receipt.

Defeasance. (ia) Notwithstanding any provisions of this Section 2.4 Article 2 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to following the earlier of (1) the expiration of the earlier of (a) the REMIC Prohibition Period Period, or (b2) forty-two three (423) months after years from the Closing first Payment Date, Borrower may cause the release of the Property from the lien Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (Ai) no Event of Default shall exist under any of the Loan Documentshave occurred and be continuing; (Bii) not less than forty-five thirty (4530) (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 shall have the right (i) to cancel or extend (by no more than thirty (30) days) such notice by providing Lender with notice of cancellation or extension not less than 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; (Ciii) all accrued and unpaid interest and all other sums due under this Agreement, the Note, this Agreement Note 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 Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D2.7(a)(iv) 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; (Div) Borrower shall deliver to Lender on or prior to the Release Date: (1A) a pledge and security agreement, in form and substance which would be satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein Collateral (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) (iB) direct non-callable obligations of, or guaranteed as to timely payment by, of the United States of America or or, to the extent satisfying Rating Agency criteria, 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), 1940 that provide for payments on a Business Day prior and as close as possible to (but in no event later than) all each successive Scheduled Payment Dates occurring Date after the Release DateDate through the end of the Lockout Period, 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 and all amounts necessary to pay the outstanding principal balance and all other amounts due and payable on the Maturity Date) for day the balance of the term hereof Lockout Period ends (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 which would be 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-book entry transfers and pledges through the book-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; (3C) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i2.7(a) have been satisfied; (4D) one or more opinions of counsel for Borrower that are customary in commercial lending transactions form and subject only substance and delivered by counsel which would be reasonably satisfactory to customary qualifications, assumptions and exceptions opininga prudent lender stating, among other things, that (i1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, and (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, (iii2) 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 1940Trust; (5E) a certificate in form and scope acceptable which would be satisfactory to a prudent institutional lender from an Acceptable Accountant independent certified public accountant acceptable to Lender certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under this Agreement and the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Datelast day of the Lockout Period); and; (6F) such other certificates, opinions, documents and instruments as a prudent institutional lender may would reasonably require; and (EG) in the event the Loan is held by a REMIC TrustTrust and if required by Lender, Lender has received written confirmation from any obtained a 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 SecuritiesConfirmation. (iib) Upon compliance with the requirements of Section 2.4(b)(i2.7(a), the Property shall be released from the lien 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 willshall, 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. (iiic) Upon As a condition to the release of the Property in accordance with this Section 2.4(b)2.7, Borrower shall assign all its obligations and rights under this Agreement and the Note, together with the pledged Defeasance Collateral, to a successor entity designated by Borrower and approved by Lender in its sole and absolute reasonable discretion (“Successor Borrower”). Lender’s right to approve the Successor Borrower shall, at the sole option of Bank of America, N.A., be exercised by Bank of America, N.A. and shall be retained by Bank of America, N.A. (or any successor or assign pursuant to an assignment of such retained rights separate and apart from the transfer or Securitization of all or any portion of the Loan), notwithstanding any transfer or Securitization of all or any portion of the Loan. Successor Borrower shall execute an assignment and assumption agreement in form and substance which would be reasonably satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under this Agreement, the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (Ai) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions form and subject only substance and delivered by counsel which would be reasonably satisfactory to customary qualifications, assumptions and exceptions opininga prudent lender stating, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that this Agreement, the Note and Note, the Defeasance Security AgreementAgreement and the other Loan Documents, 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 (Bii) pay all fees, costs and expenses incurred by Lender or its agents and Successor Borrower 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, and excluding any assumption fee which may otherwise be due pursuant to the other Loan Documents). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under this Agreement and the Note, under the other Loan Documents and under the Defeasance Security AgreementAgreement arising from and after the Release Date, except as expressly set forth in the assignment and assumption agreement. (ivd) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to Following the Loanconsummation of the defeasance contemplated by this Section 2.7, except that Lender shall notify promptly return all Reserve Funds to 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Periodby wire transfer.

Defeasance. (a) Subject to the Override Agreement, if (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration all Obligations of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 Companies secured hereby shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Datebeen fully and indefeasibly paid, performed, released or otherwise satisfied or discharged, or (ii) the Override Agreement has expired as provided in Section 1(a) thereof or has been terminated pursuant to extend the scheduled Release Date until the next Scheduled Payment Date; provided that Section 1(b) thereof, and, in each case, Borrower the Compliance Requirements have been satisfied, the security interests created hereunder shall pay terminate and the Collateral Agent shall promptly deliver any Collateral then held by it as directed by the Override Agreement, or if the Override Agreement has been terminated, the Companies. Subject to the immediately preceding sentence, the Collateral Agent agrees to transmit all Collateral delivered pursuant to this Section 8.05 as directed by the Companies at the Companies’ expense, and, upon written request by the Companies, to execute and endorse such instruments of Lender’s costs and expenses incurred transfer or release as a result of such cancellation or extension;the Companies shall reasonably request. (Cb) all accrued and unpaid The Counterparties hereby irrevocably authorize the Collateral Agent to release any security interest and all other sums due under the Note, this Agreement and under the other Loan Documents up created hereunder on any Collateral that is sold or to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents be sold as part of or in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance 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” sale permitted under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable Override Agreement 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 any Person 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 than any of the SecuritiesCompanies provided that Collateral Agent shall not be required to release such security interest until the Companies certify to Collateral Agent, with a copy to each Counterparty, that the sale or disposition is being made in compliance with the Override Agreement (and the Collateral Agent may rely conclusively on any such certificate without further inquiry). (ii) Upon compliance with the requirements 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. (iiic) Upon the release of the Property any Collateral in accordance with this Section 2.4(b)8.05, Borrower shall assign all its obligations the Collateral Agent or the relevant Counterparty, as applicable, will, at the expense of the relevant Company, execute and rights under the Note, together with the pledged Defeasance Collateral, 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 deliver to such assignment and assumption, Borrower shall Company (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 Person as such Company shall request) such documents as such Company shall reasonably request 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 evidence the release of 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 agreementCollateral. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) Conditions to Defeasance. Provided no Event of this Section 2.4Default shall be continuing, at Borrowers shall have the right on any time other than Payment Date after the Release Date and prior to the expiration Permitted Prepayment Date to voluntarily defease the entire amount of the earlier of Principal (aa “Full Defeasance”) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release a portion of the Property from Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, a “Defeasance”) by providing Lender with the lien of the Mortgage and the other Loan Documents upon Defeasance Collateral (a “Defeasance Event”), subject to the satisfaction of the following conditionsconditions precedent: (A1) no Event of Default Borrowers shall exist under any of the Loan Documents; (B) give Lender not less than forty-five thirty (45) (but not more than ninety (90)30) days prior written notice shall be given to Lender specifying a date Payment Date (the “Defeasance Date”) on which the Defeasance Collateral (as hereinafter defined) Event is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to 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 extensionoccur; (C2) Borrowers shall pay to Lender (A) all accrued payments of Principal and unpaid interest due on the Loan to and including the Defeasance Date and (B) all other sums sums, then 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 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 interestsDocuments; (3) a certificate Borrowers shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Borrower certifying that all subsections (b) and (c) of the requirements set forth in this Section 2.4(b)(i) have been satisfied2.3.3; (4) one or more opinions 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 Borrower Borrowers that are customary is standard in commercial lending transactions and subject only to customary qualifications, 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 that the Defeasance Security Agreement is enforceable against Borrower in accordance with its termsCollateral, (ii) in if a securitization has occurred, the event 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 bankruptcy proceeding or similar occurrence with respect Defeasance Event pursuant to Borrowerthis Section 2.3.3, none (iii) 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, (iv) delivery 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 a 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 law and (ivv) a non-consolidation opinion with respect to the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940Successor Borrower; (56) 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 “Defeased Note”) and the other having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have terms identical to the 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 in form and scope of a “big four” or other nationally recognized public accounting firm acceptable to a prudent institutional lender from an Acceptable Accountant Lender certifying that the Defeasance Collateral will generate monthly amounts sufficient equal to make all payments of principal and interest as and when due under or greater than the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); andScheduled Defeasance Payments; (610) Borrowers shall deliver such other certificates, opinions, documents and instruments as a prudent institutional lender Lender may reasonably requirerequest; and (E11) 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) Defeasance Collateral Account. On or before the date on which Borrowers deliver the Defeasance 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 event Defeasance Collateral Account as additional collateral for the Loan Loan. Borrowers shall cause the Eligible Institution at which the Defeasance Collateral is held by a REMIC Trustdeposited to enter an agreement with Borrowers and Lender, satisfactory to Lender has received written confirmation from any Rating Agency rating any Securities that substitution in its sole discretion, pursuant to which such Eligible Institution shall agree to hold and distribute the Defeasance Collateral in accordance with this Agreement. The Successor Borrower shall be the owner of the Defeasance Collateral will not result Account and shall report all income accrued on Defeasance Collateral for federal, state and local income tax purposes in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance its income tax return. Borrowers shall prepay all cost and expenses associated with the requirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage opening and the other Loan Documents, and maintaining the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan DocumentsAccount. Lender will, at Borrower’s expense, execute and deliver shall not in any agreements reasonably requested way be liable by Borrower to release the lien reason of the Mortgage and the other Loan Documents from the Property. (iii) Upon the release of the Property any insufficiency in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, 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 agreementCollateral Account. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 anything to the contrary, including, without limitation, subsection contrary in this Agreement or any Supplement: (a) of this Section 2.4The Transferors may at their option be discharged from their obligations hereunder with respect to any Series or all outstanding Series (each, at any time other than prior to a "Defeased Series") on the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 shall have the right (i) to 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 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 conditions set forth in this Section 2.4(b)(isubsection 12.04(c) have been satisfied; are satisfied (4a "Defeasance") one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject but only if Defeasance is explicitly available 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 such Series in accordance with its terms, related Supplement (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the it being understood that 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 available to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary Series in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among any 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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)(Bcase); provided, however, that the failure following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Lender the Holders of Investor Certificates of the Defeased Series to so notify Borrower receive, solely from the trust fund provided for in subsection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (ii) the Transferors' obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trusts, duties, and immunities of the Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Section 12.04. (b) Subject to subsection 12.04(c), the Transferors at their option may cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not impose be at the expense of the Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Xxxxx'x, such deposit and termination of obligations would not be a fraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferors); 100 (iv) the Transferors shall have delivered to the Trustee an Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause a Pay-Out Event with respect to any liability on Lender Series or grant Borrower any right event that, with the giving of notice or the lapse of time, would result in the occurrence of a Pay-Out Event with respect to defease any Series; and (v) the Loan during any Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of such REMIC Prohibition Period.written notice to the Servicer and the Trustee. [END OF ARTICLE XII]

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Transferor may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (the "Defeased Series") on the date the applicable conditions set forth in subsection 12.04(c) are satisfied (a "Defeasance"); PROVIDED, HOWEVER, that the following rights, obligations, powers, duties and immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration rights of the earlier Holders of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release Investor Certificates of the Property Defeased Series to receive, solely from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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”trust fund provided for in subsection 12.04(c), payments in respect of principal of and interest on such date being on a Scheduled Payment DateInvestor Certificates when such payments are due; provided, however, that Borrower shall have the right (i) to 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 Transferor's obligations with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance 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 respect 88 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 Certificates under Sections 6.04 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, 6.05; (iii) the release rights, powers, trusts, duties, and immunities of the lien of Trustee, the Mortgage Paying Agent 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 Registrar hereunder; 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 Securitiesthis Section 12.04. (iib) Upon compliance with the requirements of Section 2.4(b)(iSubject to subsection 12.04(c), the Property shall Transferor at its option may cause Collections allocated to the Defeased Series and available to purchase additional Receivables to 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 applied to release the lien of the Mortgage and the other Loan Documents from the Propertypurchase Eligible Investments rather than additional Receivables. (iiic) Upon The following shall be the release conditions to Defeasance under subsection 12.04(a): (i) the Transferor irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Property in accordance with this Section 2.4(bTransferor's funds), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute terms of an assignment and assumption irrevocable trust agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and Trustee, as trust funds in trust for making the Defeasance Security Agreement. As conditions to such assignment and assumptionpayments described below, Borrower shall (A) deliver Dollars in an amount, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to Lender one pay and discharge (without relying on income or more opinions gain from reinvestment of counsel that are customary such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in commercial lending transactions this Agreement and subject only the applicable Supplements and all amounts owing to customary qualifications, assumptions and exceptions opining, among the Series Enhancers with respect to the Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other things, services to the Transferor) to the effect that such assignment deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferor shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit and assumption agreement is enforceable against Borrower and termination of obligations will not cause the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, Trust to be an association or publicly traded partnership taxable as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective termsa corporation, and opining (in any case) an Opinion of Counsel to the effect that (A) such other matters relating deposit and termination of obligations will not result in the Trust being required to Successor Borrower and its organizational structure register as Lender may reasonably require, an "investment company" within the meaning of the Investment Company Act and (B) pay all feesif the Transferor's short-term deposit or long-term unsecured debt obligations are not rated at least P-3 or Baa3, costs respectively, by Xxxxx'x, such deposit and expenses incurred by Lender or its agents termination of obligations would not be a fraudulent conveyance (based in connection with such assignment reliance on certain certificates to the effect that the Receivables and assumption (including, without limitation, reasonable legal fees termination of obligations constitute fair value for consideration paid therefor and expenses and for as to the review solvency 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) aboveTransferor). 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) In no event the Transferor shall Lender have any obligation delivered to notify Borrower the Trustee an Officer's Certificate of the Transferor stating the Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause a REMIC Prohibition Period is in effect Pay Out Event or Reinvestment Event with respect to any Series or any event that, with the Loangiving of notice or the lapse of time, except that Lender shall notify Borrower if any REMIC Prohibition Period is would result in effect the occurrence of a Pay Out Event with respect to any Series; and (v) the Loan after receiving any Rating Agency Condition shall have been satisfied and the Transferor shall have delivered copies of such written notice described in Section 2.4(b)(i)(B); provided, however, that to the failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease Servicer and the Loan during any such REMIC Prohibition PeriodTrustee.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior Unless sooner terminated pursuant to the expiration of the earlier of (a) the REMIC Prohibition Period or paragraph (b) forty-two (42) months after below, this Agreement shall terminate at such time as the Closing Date, Borrower may cause the release Guaranteed Obligations have been paid and performed in full and all other obligations of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist Guarantor to HPT 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 Datethis Agreement have been satisfied in full; provided, however, that Borrower shall have the right (i) to 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 limitationif at any time, all fees, costs and expenses incurred by Lender and its agents in connection with such release or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, reasonable legal fees and expenses for the review and preparation insolvency, bankruptcy or reorganization of the Defeasance Security Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding any such termination. (b) Provided that (x) no (i) monetary Default, (ii) Default as to which Notice thereof has been given to Tenant or (iii) Event of Default shall have occurred and be continuing under the Amended and Restated Lease, (y) Cash Flow (as defined below) on a cumulative basis for a period of twelve (12) full consecutive Accounting Periods equals or exceeds Minimum Rent by fifty percent (50%) with respect to such period, and (z) HPT shall receive a schedule evidencing the foregoing, in form and substance reasonably satisfactory to HPT prepared by a, so-called, "Big-Six" accounting firm or such other certified public accountants as are approved by HPT (such approval not to be unreasonably withheld, delayed or conditioned), this Agreement shall terminate ten (10) Business Days after delivery to HPT of the financial statements described in clause (z) preceding, and HPT shall, within ten (10) Business Days after the written request of the Guarantor, confirm such termination by executing a release of the Guarantor from all obligations and liabilities arising under this Agreement subsequent to the release date and returning any unapplied balance of the Guaranty Retained Funds (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 Securities. (ii) Upon compliance with the requirements 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) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the NoteGuarantor, together with the pledged Defeasance Collateral, to a successor entity designated any accrued 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 agreementunpaid interest thereon. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) Notwithstanding anything to the contrary contained in the Note, this Deed of this Section 2.4Trust or the other Loan Documents, at any time other than prior to after the expiration second (2nd) anniversary of the earlier date that is the "startup day," within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (athe "Code"), of a "real estate mortgage investment conduit" ("REMIC") within the REMIC Prohibition Period meaning of Section 860D of the Code, that holds the Note and this Deed of Trust and provided (unless Beneficiary shall otherwise consent, in its sole discretion) no default or (b) forty-two (42) months after Event of Default has occurred and is continuing hereunder or under any of the Closing Dateother Loan Documents, Borrower may cause Grantor shall have the right to obtain the release of the Property from the lien of the Mortgage this Deed of Trust and the other Loan Documents (the "Defeasance") upon the satisfaction of each of the following conditionsconditions precedent: (A) no Event of Default shall exist under any of the Loan Documents; (B1) not less than forty-five thirty (4530) (but not more than ninety (90)) days days' prior written notice shall be given to Lender the Beneficiary specifying a date regular Payment Date under the Note (the "Defeasance Election Date") on which the Defeasance Collateral Deposit (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to 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 extensionmade; (C2) all the remittance to the Beneficiary on the related Defeasance Election Date of interest accrued and unpaid interest on the outstanding principal amount of the Note to and including the Defeasance Election Date and the scheduled amortization payment due on such Defeasance Election Date, together with all other sums amounts then due and payable under the Note, this Agreement Deed of Trust and under the other Loan Documents up Documents; (3) the irrevocable deposit with the Beneficiary of an amount (the "Defeasance Deposit") 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 date of any payment, 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 the Release DateBeneficiary, including, without limitation, all fees, costs to pay and expenses incurred by Lender and its agents in connection with such release discharge the Scheduled Defeasance Payments (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as hereinafter defined); (4) 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 delivery on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior Defeasance Election Date to the Release DateBeneficiary of: (1A) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lenderthe Beneficiary, creating a first priority security interest in favor of Lender in lien on the Defeasance Collateral, as defined herein Deposit (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, Security Agreement shall be refunded to Borrower promptly included within the definition of "Deed of Trust" for purposes of each Loan Document from and after each such Scheduled Payment Datethe date of its execution; (2B) (i) direct non-callable obligations of, or guaranteed as to timely payment bya release of the Property from this Deed of Trust, the United States Assignment and any UCC Financing Statements relating thereto (for execution by the Beneficiary) in a form appropriate for cancellation of America or other obligations such documents in the jurisdiction in which are “government securities” within the meaning of Section 2(a)(16) Property is located and termination 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 interestsCash Management Agreement; (3C) a certificate of Borrower an authorized representative of Grantor certifying that all of the requirements set forth in this Section 2.4(b)(isubparagraph (a) have been satisfied; (4D) one or more opinions an opinion of counsel for Borrower Grantor in form and substance satisfactory to the Beneficiary to the effect that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender the Beneficiary has a perfected first priority security interest in the Defeasance Collateral Deposit; (E) an opinion of counsel for Beneficiary, prepared and delivered by the servicer at Grantor's reasonable expense, stating that the Defeasance Security Agreement is enforceable against Borrower any trust formed as a REMIC in accordance connection 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 Secondary Market Transaction 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 as a result of 1940such Defeasance; (5F) a certificate evidence in form and scope acceptable writing from the applicable Rating Agencies to a prudent institutional lender from an Acceptable Accountant certifying the effect that the Defeasance Collateral collateral substitution 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 not result in a downgrading, withdrawal or qualification of the Loan due on respective ratings in effect immediately prior to such Defeasance for any securities issued in connection with the Maturity Date)Secondary Market Transaction which are then outstanding; and (6G) such other certificates, documents and or instruments as a prudent institutional lender Beneficiary may reasonably require; andrequest; (E5) the payment by Grantor to Beneficiary of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred or anticipated to be incurred by Beneficiary in connection with the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution release of the Defeasance Collateral will not result in a downgradeProperty from the lien of this Deed of Trust and the other Loan Documents pursuant to this Section 1.35 including, withdrawalwithout limitation, or qualification Beneficiary's determination of whether Grantor has satisfied all of the ratings then assigned to any of the Securitiesrelated conditions and requirements set forth in this Section 1.35. (iib) Upon compliance with the requirements of Section 2.4(b)(i)subparagraph (a) above, the Property shall be released from the lien of this Deed of Trust, the Mortgage Assignment and any UCC Financing Statements related thereto, the other Loan Documents, obligations hereunder 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 with respect to the Property shall no longer be applicable and the Defeasance Deposit shall be the sole source of collateral securing the Note. Beneficiary shall apply the Defeasance Deposit and the payments received therefrom to the payment of all scheduled principal and interest payments (the "Scheduled Defeasance Payments") due on all successive Payment Dates under the Note after the Defeasance Election Date including the payment due on the Maturity Date (as defined in the Note). Grantor, pursuant to the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from the Property. (iii) Upon Defeasance Deposit shall be made directly to Beneficiary and applied to satisfy the release obligations of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights Grantor under the Note. In connection with such release, together with if Grantor shall continue to own any assets other than the pledged Defeasance CollateralDeposit, to Grantor shall establish or designate a single-purpose, bankruptcy-remote successor entity designated and approved by Lender in its sole and absolute discretion acceptable to Beneficiary (“the "Successor Borrower”Trustor"). Successor Borrower shall execute an assignment and assumption agreement , with respect to which a nonconsolidation opinion satisfactory in form and substance satisfactory to a prudent institutional lender pursuant Beneficiary has been delivered to Beneficiary (if such nonconsolidation opinion was required of Grantor in connection with the origination of the indebtedness secured hereby) in which it case Grantor shall assume Borrower’s obligations transfer and assign to the Successor Trustor all obligations, rights and duties under the Note and the Defeasance Security Agreement, together with the pledged Defeasance Deposit. As conditions to such assignment and assumption, Borrower The Successor Trustor shall (A) deliver to Lender one or more opinions assume the obligations 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 Grantor under 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 Grantor shall be relieved of its obligations hereunder, under hereunder and thereunder. Grantor shall pay One Thousand and No/100 Dollars ($1,000.00) to the Note, under the other Loan Documents and under the Defeasance Security Agreement, except Successor Trustor as expressly set forth in the assignment and assumption agreementconsideration for assuming such Grantor obligations. (ivc) In no event As used herein, the term "U.S. Government Securities" shall Lender have any obligation to notify Borrower mean securities that a REMIC Prohibition Period are direct obligations of the United States of America for the full and timely payment of which its full faith and credit is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Periodpledged.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 2.04 to the contrary, including, without limitation, subsection (a) of this Section 2.42.04, at any time other than prior to the expiration of the earlier of (a) the during a REMIC Prohibition Period or (b) forty-two (42) months after the Closing DatePeriod, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist has occurred and is continuing 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 shall have the right (i) to 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 Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D2.04(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 CollateralCollateral and the Defeasance Collateral Account, 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, of 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 SecuritiesSecurities have confirmed in writing that such obligations will not cause a downgrade, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M withdrawal or qualification of the Code)initial, or, if higher, then applicable ratings of the Securities, 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 wholly satisfactory to a prudent institutional lender Lender in its sole discretion (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 the granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i2.04(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower that are customary in commercial lending transactions form and substance and delivered by counsel which would be satisfactory to a prudent lender opining, among other things, and subject only to customary qualifications, assumptions qualifications and exceptions opining, among other thingsassumptions, that (i) Lender has a perfected first priority security interest in the Defeasance Collateral and the Defeasance Collateral Account 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 a voidable 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 Lender in its sole discretion 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 Lender may reasonably in its sole discretion 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 Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i2.04(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 (x) to release the lien of the Mortgage and the other Loan Documents from the Property and (y) the Borrower from all obligations with respect to the Property. (iii) Upon the release of the Property in accordance with this Section 2.4(b2.04(b), Borrower shall assign may elect to assign, or at Lender’s sole and absolute discretion, Lender may require Borrower to assign, all of its obligations and rights under the Note, together with the pledged Defeasance Collateral, 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 Lender in its sole and absolute discretion 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 form and subject only substance and delivered by counsel which would be satisfactory to customary qualifications, assumptions and exceptions opininga prudent Lender stating, 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 Note, the Defeasance Security AgreementAgreement and the other Loan Documents, 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) For purposes of this Section 2.04, “REMIC Prohibition Period” means the two-year period commencing with the “startup day” within the meaning of Section 860G(a)(9) of the Internal Revenue Code of any REMIC Trust that holds the Note. In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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)(B2.04(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) Provided no Event of this Section 2.4Default shall have occurred and remain uncured, Borrower shall have the right at any time other than after the Release Date and prior to the expiration Maturity Date to voluntarily defease all or any portion of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the entire Loan and obtain a release of the Property from the lien of the Mortgage and the other Loan Documents upon applicable Security Instrument or Security Instruments (hereinafter, a “Defeasance Event”), subject to the satisfaction of the following conditionsconditions precedent: (Ai) no Event of Default Borrower shall exist under any of the Loan Documents; (B) provide Lender not less than forty-five thirty (4530) days notice (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date (the “Defeasance Date”) on which the Defeasance Collateral (as hereinafter defined) Event is to be delivered occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the Loan to and including the Defeasance Date (provided, that, if such 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 Instruments and the other Loan Documents through and including the Defeasance Date (or, if the Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal (provided such legal fees, costs and expenses are reasonable), Rating Agency and other customary fees, costs and expenses paid or incurred by Lender or its agents in connection with the Defeasance Event, the release of the lien of the applicable Security Instrument on the applicable Individual Property, the review of the proposed Defeasance Collateral and the preparation of the Security 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 Defeasance Event; (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 2.8(d) hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Maturity Date (the “Release DateDefeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have identical terms as the original Note except for the principal balance and the maturity date. A Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.8 (the term “Note”, as used in this clause (v) for such date purpose, being on a Scheduled Payment Date; deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior notwithstanding anything to the scheduled Release Datecontrary contained herein, or (ii) to extend no such partial defeasance shall take place unless the scheduled Release Date until the next Scheduled Payment Date; provided that conditions outlined in each case, Borrower shall pay all of Lender’s costs and expenses incurred as a result of such cancellation or extensionSection 2.9 are satisfied; (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 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; (Dvi) 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 an opinion of counsel for Borrower that are customary is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (iI) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and that the Defeasance Security Agreement is enforceable against Borrower Collateral; (II) the Defeasance Event will not result in accordance with its termsa deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Note or the Defeased Note, if applicable, as indebtedness for federal income tax purposes; and (iiIII) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none delivery 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 a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, ; (iii2) 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 Opinion with respect to the Defeasance Event, and (iv3) the defeasance will not cause any REMIC Trust a New Non-Consolidation Opinion with respect to be an “investment company” under the Investment Company Act of 1940Successor Borrower; (5vii) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Event; (viii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (ix) Borrower shall deliver a certificate in form and scope of a “big four” (excluding Xxxxxx Xxxxxxxx) or other nationally recognized public accounting firm reasonably acceptable to a prudent institutional lender from an Acceptable Accountant Lender certifying that the Defeasance Collateral will generate monthly amounts sufficient equal to make all payments of principal and interest as and when due under or greater than the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); andScheduled Defeasance Payments; (6x) Borrower shall deliver such other certificates, opinions, documents and instruments as a prudent institutional lender Lender may reasonably requirerequest; (xi) Borrower shall pay all actual 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; and (Exii) The Defeasance Event shall be permitted under REMIC Requirements in effect as of each of (I) the event Defeasance Notice Date and (II) the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution date of the consummation of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the SecuritiesEvent. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions provision of this Section 2.4 PARAGRAPH 3 to the contrary, including, without limitation, subsection contrary (a) but subject to the last sentence of this Section 2.4SUBPARAGRAPH 3.2), at any time other than prior to the expiration of after the earlier of (a) three (3) years after the REMIC Prohibition Period full funding of the Loan or (b) forty-two (422) months years after the Closing Date"startup day," within the meaning of Section 860G(a)(9) 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" ("REMIC"), within the meaning of Section 860D of the Code, that holds this Note, and provided no Event of Default has occurred and is continuing hereunder or under any of the other Loan Documents, Borrower may cause the release of the Property from the lien of the Mortgage Security Instrument and the other Loan Documents upon the satisfaction of the following conditions:conditions (the "DEFEASANCE"): (Ai) no Event of Default shall exist under any of the Loan Documents; (B) not Not less than forty-five thirty (45) (but not more than ninety (90)30) days prior written notice shall be given to Lender specifying a date (the "RELEASE DATE") on which the Defeasance Collateral Deposit (as hereinafter defined) is to be delivered (the “Release Date”)made, such date being a day on which a Scheduled Payment Date; provided, however, that Borrower shall have the right regularly scheduled monthly installment of principal and interest is required to be paid pursuant to PARAGRAPH 2 above (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or a "DEBT SERVICE PAYMENT DATE"); (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) to Lender all accrued and unpaid interest on the principal balance of the Note and all scheduled principal payments due through and including the Release Date. If for any reason the Release Date is not a Debt Service Payment Date, Borrower shall also pay interest that would have accrued on the Note through the next Debt Service Payment Date; (iii) Borrower shall have paid all other sums (not including scheduled interest or principal payments) due under the Note, this Agreement Note and under the other Loan Documents up to the Release DateDocuments, including, without limitation, all fees, costs and expenses incurred including any Defeasance processing fee charged 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 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 DateXxxxxx; (Div) Borrower shall deliver to Lender on or prior to the Release Date: A. The estimated amount necessary to purchase the Defeasance Collateral (1) a the "DEFEASANCE DEPOSIT"); B. An executed pledge and security agreement, in form and substance satisfactory to a prudent institutional lenderLender in its sole discretion, creating a first priority security interest in favor of Lender Xxxxxx 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 Deposit and 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"DEFEASANCE SECURITY AGREEMENT"); (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 C. A certificate of Borrower certifying that it is requesting the lien against the Property be released to facilitate a disposition or refinancing of, or other customary commercial transaction involving, the Property and not as part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages, and that all of the other requirements set forth in this Section 2.4(b)(i) SUBPARAGRAPH 3.2 have been satisfied; (4) one or more opinions D. An opinion of counsel for Borrower that are customary in commercial lending transactions form and subject only substance and delivered by counsel satisfactory to customary qualifications, assumptions and exceptions opiningLender in its sole discretion stating, among other things, that (i1) Lender the Defeasance Deposit has been duly and validly assigned and delivered to Lender; (2) the posting of the Defeasance Deposit will not adversely affect the tax status of the REMIC under the Code and that the Defeasance complies with all applicable REMIC provisions under the Code; and (3) Xxxxxx has a perfected first priority 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 ; E. A certificate of a bankruptcy proceeding or similar occurrence with respect Borrower certifying that all requirements relating to Borrower, none of the Defeasance Collateral nor set forth in this Note and 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 other Loan due on the Maturity Date)Documents have been satisfied; and (6) such X. Xxxx other certificates, opinions of counsel, documents and or instruments as a prudent institutional lender Lender may reasonably require; and (Ev) in If required by the event Applicable Rating Agencies for any Secondary Market Transaction relating to the Loan is held by a REMIC TrustLoan, Lender has received Xxxxxx receives written confirmation from any Rating Agency rating any Securities assurances that substitution the securities of the Defeasance Collateral REMIC ("SECURITIES") that directly or indirectly holds this Note will not result in have a downgrade, withdrawal, withdrawal or qualification of the ratings credit rating then assigned to the Securities by any rating agencies ("APPLICABLE RATING AGENCIES") as a result of the Securities.Defeasance; (iivi) Upon compliance with the requirements of Section 2.4(b)(i), the Property shall be released from the lien The holder 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) Upon the 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 Collateral, to a which shall be successor entity designated and approved by Lender LaSalle Bank National Association in its sole and absolute discretion discretion, shall be a single purpose entity, which shall not own any other assets or have any other liabilities or operate any other property (“Successor Borrower”except in connection with other defeased loans held in the same securitized loan pool with the Loan). Successor ; (vii) 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 (the Defeasance, including, without limitation, reasonable legal fees all costs and expenses and for associated with the review purchase of the proposed transferee and Defeasance Collateral, the preparation of the assignment and assumption agreement Defeasance Security Agreement and related certificatesdocumentation, documents the preparation and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance recordation of a release of the confirmation referred to in subsection lien of the Mortgage, as well as all fees and expenses of the Applicable Rating Agencies, and all reasonable accountants' and attorneys' fees and expenses; and (b)(i)(Eviii) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, must comply with all other applicable REMIC provisions under the Note, under the other Loan Documents and under the Defeasance Security Agreement, except Code as expressly set forth in the assignment and assumption agreement. (iv) In no event shall Lender have well as any obligation to notify Borrower Applicable Rating Agencies' requirements. Notwithstanding anything that a REMIC Prohibition Period is in effect with respect may be contained herein to the Loancontrary, 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 may not be defeased during the failure last ninety (90) days of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the loan term if the Loan during any such REMIC Prohibition Periodhas not previously been defeased.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration Provided that as of the earlier of Release Date (aas hereinafter defined) the REMIC Prohibition Period Debt has not been accelerated, no Event of Default exists, and no event has occurred that with the passage of time, giving of notice, or modification or termination of the automatic stay of Section 362 of the United States Bxxxxxxxxx Xxxx xxx xxxxxx xx Xxxnt of Default (b) forty-two (42) months after the Closing Date"DEFAULT"), Borrower may cause the release of the Property from the lien of the Mortgage Security Instrument and the other Loan Documents ("DEFEASANCE") on any Monthly Payment Date following the date which is two (2) years and fifteen (15) days after the "startup day" within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended (together with any successor statute and the related Treasury Department Regulations including temporary regulations, the "CODE") of any "real estate mortgage investment conduit" within the meaning of Section 860D of the Code ("REMIC") that holds this Note upon the Borrower's satisfaction of the following conditions: (A) no Event of Default Borrower shall exist under any of the Loan Documents; (B) provide Lender not less than forty-five thirty (45) (but not more than ninety (90)30) days prior written notice shall be given to Lender specifying a Monthly Payment Date (such Date, or any extended date upon which Borrower and Lender may mutually agree is referred to herein as the "RELEASE DATE") on which the Defeasance Collateral (as hereinafter defined) is to be delivered delivered; (B) On the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to 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) in full all accrued and unpaid interest and all other sums due under the Note, this Agreement Note and under the other Loan Documents up to the Release Date, including, without limitation, including all fees, costs and expenses including attorneys' fees incurred by Lender and or its agents servicers or other agent(s) or to or on behalf of any rating agencies in connection with such release and related transactions (including, without limitation, reasonable legal fees and expenses for including the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement (as hereinafter defined) and related documentation) together with a defeasance processing fee in an amount equal to one-half of one percent (0.5%) of the other materials described then Outstanding Principal Balance but in Section 2.4(b)(i)(Dno event less than (A) below and any related documentation$10,000 or greater than (B) $20,000; and (C) Borrower shall deliver the following, and any servicing feesall of which must be satisfactory to Lender in its sole discretion, Rating Agency fees or other costs related to such release), shall be paid in full on at or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to release of the Release DateProperty and substitution of the Defeasance Collateral: (1) a pledge and security agreementDirect, 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 and non-redeemable securities evidencing an obligation to pay principal and interest in a full and timely manner that are direct obligations of, or guaranteed as to timely payment by, of the United States of America or other obligations for the payment of which are “government securities” within its full faith and credit is pledged (the meaning of Section 2(a)(16"DEFEASANCE COLLATERAL") of the Investment Company Act of 1940in amounts sufficient to pay all scheduled principal and interest payments required under this Note, or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government which securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and prior, but as close as possible possible, to (but in no event later than) all the Business Day prior to each successive Scheduled Monthly Payment Dates Date 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) made hereunder for the balance of the term hereof plus the amount required to be paid on the Maturity Date (the “Defeasance Collateral”"SCHEDULED DEFEASANCE PAYMENTS"), 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 Lender in its sole discretion (including, without limitation, including such certificates, documents and instruments as may be required by the depository institution or other entity 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 (as hereinafter defined) a valid, first priority lien and security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interestsinterest; (2) any and all agreements, certificates, opinions, documents or instruments required by Lender in its sole discretion in connection with the Defeasance including (a) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the "DEFEASANCE SECURITY AGREEMENT"), and (b) any and all agreements, certificates, opinions, documents, or instruments required by Lender in its sole discretion that affect or relate in any way to the maintenance by any REMIC that holds this Note of its qualification and status for tax purposes as a REMIC; (3) a certificate of Borrower certifying that (a) all of the requirements set forth in this Section 2.4(b)(i9(b) have been satisfied, (b) the transactions that are being carried out pursuant to this Section 9(b) (including specifically the release of the lien of the Security Instrument) are being effected to facilitate the disposition of the Property or any other customary commercial transaction and not as part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages, and (c) the amounts of the Defeasance Collateral comply with all the requirements of this section including the requirement that the Defeasance Collateral shall generate monthly amounts equal to or greater than the Scheduled Defeasance Payments required to be paid under this Note through the Maturity Date; (4) one or more opinions an opinion of counsel for Borrower that are customary Borrower, delivered by counsel acceptable to Lender in commercial lending transactions and subject only to customary qualificationsits sole discretion, assumptions and exceptions opiningstating, among other thingsthings but without substantive qualification, that (ia) Lender has a perfected valid, duly perfected, first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (iib) in neither the event Defeasance nor any other transaction that occurs pursuant to the provisions of this Section 9(b) has caused or will cause the Loan (including for this purpose the Loan Documents) to cease to be a bankruptcy proceeding "qualified mortgage" within the meaning of Section 860G of the Code, either under the provisions of Treasury Regulation Sections 1.860G-2(a)(8) or similar occurrence with respect 1.860G-2(b) (as such regulations may be amended or superseded from time to Borrowertime) or under any other provision of the Code or otherwise, none and (c) the tax qualification and status of any REMIC or any other entity that holds this Note will not be adversely impaired or affected as a result of the Defeasance Collateral nor and/or any proceeds thereof will be property other transaction that occurs pursuant to the provisions of Borrower’s estate under this 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 19409(b); (5) a certificate in form and scope opinion delivered by an independent certified public accounting firm acceptable to a prudent institutional lender from an Acceptable Accountant Lender in its sole discretion (a) certifying that the amounts of the Defeasance Collateral comply with all the requirements of this Section including the requirement that the Defeasance Collateral will shall generate monthly amounts sufficient equal to make all payments of principal or greater than the Scheduled Defeasance Payments required to be paid under this Note through the Maturity Date; and interest as and when due under (b) setting forth the Note (including change in the scheduled outstanding principal balance yield of the Loan due on that results from the Maturity DateDefeasance and any other transactions that occur pursuant to the provisions of this Section 9(b); and, including supporting computations which shall be made in a manner that is consistent with the provisions of Treasury Regulation Sections 1.1001-3(e)(1); (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 the rating agencies that have rated any Rating Agency rating any Securities that substitution of the securities issued by any REMIC that holds this Note to the effect that the Defeasance Collateral will not result in a downgradedowngrading, withdrawal, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance for any rated securities then assigned outstanding, and if required by any rating agency or Lender, a non-consolidation opinion with respect to the Defeasance Obligor (as hereinafter defined) in form and substance satisfactory to Lender and such rating agency; and (7) Borrower shall (unless otherwise agreed to in writing by Lender in its sole discretion), at Borrower's sole expense, assign all of its obligations under this Note, together with the Defeasance Collateral, to a successor entity ("DEFEASANCE OBLIGOR") designated by Lender in its sole discretion (including to an entity that is owned and/or controlled by Lender) that is a single purpose, bankruptcy remote entity as determined by Lender in its sole discretion. The Defeasance Obligor shall execute an assumption agreement pursuant to which it shall assume Borrower's obligations under this Note, the Loan Documents, and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (a) deliver to Lender an opinion of counsel delivered by counsel acceptable to Lender in its sole discretion stating, among other things, that such assumption agreement has been duly authorized and is enforceable against Borrower and the Defeasance Obligor in accordance with its terms, that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, have been duly authorized and are enforceable against the Defeasance Obligor in accordance with their respective terms, and that the delivery of the Defeasance Collateral to the Defeasance Obligor does not constitute a fraudulent transfer, preferential payment, or other voidable transfer under applicable bankruptcy law and (b) pay all costs and expenses including attorneys' fees incurred by Lender or its servicer or other agent(s) in connection with such assignment and assumption (including the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Upon such assumption, Borrower shall be relieved of its obligations under this Note, the Defeasance Security Agreement and the other Loan Documents, other than those obligations which are specifically intended to survive the payment of this Note and the termination, satisfaction or assignment of this Note, the Defeasance Security Agreement or the other Loan Documents or the exercise of Lender's rights and remedies under any of the Securitiessuch documents and instruments. (ii) Upon compliance with the requirements of Section 2.4(b)(i)this Section, Lender shall release the Property shall be released from the lien of the Mortgage Security Instrument and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the this Note and all other obligations under the Loan Documents. Lender will, at Borrower’s 's expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents Security Instrument from the Property. Borrower, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the obligations of Borrower under this Note. (iii) Upon the release of the Property in accordance with this Section 2.4(b9(b), Borrower shall assign all its obligations and rights under the have no further right to prepay this Note. Borrower shall pay any revenue, together documentary stamp or intangible taxes or any other tax or charge due in connection with the pledged Defeasance Collateral, transfer of this Note or otherwise required to a successor entity designated and approved by Lender in its sole and absolute discretion accomplish the agreements of this Section. (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender iv) If any notice of defeasance is given pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumptionSection 9(b)(i)(A), Borrower shall be required to defease the Loan on the Release Date (A) deliver unless such notice is revoked by Borrower prior to the Release Date in which event Borrower shall immediately reimburse Lender one or more opinions of counsel that are customary in commercial lending transactions for any 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, reasonable costs and expenses incurred by Lender or its agents in connection with Borrower's giving of such assignment notice 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) aboverevocation). 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. (ivv) In no event shall At Borrower's request, Lender have any obligation to notify Borrower that a REMIC Prohibition Period is may agree in effect with respect to the Loan, except its sole discretion 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); providedor its servicer or other agent, however, that the failure of Lender to so notify Borrower shall not impose any liability acting on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.Borrower's behalf as Borrower's agent and attorney-in-

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at At any time other than prior to after the expiration of date which is the earlier of (ax) the REMIC Prohibition Period or (b) forty-two (42) months years after the Closing "startup day," within the meaning of Section 860G(a)(9) of the IRC, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the IRC (a "REMIC"), that holds the SC Note (if the SC Note has been ----- transferred to a REMIC prior to September 23, 1998) and (y) September 23, 2000, but prior in either case to the Optional Prepayment Date, Borrower SC may defease such Lien to cause the release of the SC Property from such Lien by providing the lien of Lender with funds in an amount equal to the Mortgage and the other Loan Documents Defeasance Deposit upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (Bi) not less than forty-five (45) (but not more than ninety (90)) days prior written 30 days' notice shall be given to the Lender specifying a date Debt Service Payment Date (the "Release Date") on which the Defeasance Collateral (as hereinafter defined) Deposit is to ------------ be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or made; (ii) the payment to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all Lender of Lender’s costs and expenses incurred as a result of such cancellation or extension; (C) all interest accrued and unpaid interest on the principal balance of the SC Note and all other sums SC Debt due under the Note, this Agreement through 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 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 including the Release Date; (Diii) Borrower shall deliver to Lender on or prior the payment to the Release DateLender of the Defeasance Deposit; and (iv) the delivery to the Lender of: (1A) a pledge and security agreementagreement (the "Defeasance Security ------------------- Agreement"), in form and substance satisfactory to a prudent institutional lenderthe --------- Lender, creating a first priority perfected security interest in favor of the Lender in the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this subsection (a) (together, the "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 1001 of the IRC, (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) If, following the release of the SC Property, less than all of the MHP 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 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 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) shall be equal to the greater of (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 account of the SC Property. 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 Procedures. (c) If, as defined herein a result of the release of the SC Property, all of the MHP Properties and the SC Property shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide, 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 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 the 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. (d) Upon compliance with the requirements of this Section 2.3, the SC Property and each of the MHP Properties shall be released from 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 2.3 shall provide that upon such assignment, the Defeasance Collateral will not be part of the estate of SC under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx 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”), 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, SC shall be refunded 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 Borrower promptly after each such Scheduled Payment Date;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. (2f) 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 non-callable obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or other any agency or instrumentality of the United States of America, the obligations of which are “government securities” within backed by the meaning of Section 2(a)(16) full faith and credit of the Investment Company Act United States of 1940America; and "Defeasance Debt Service Coverage Ratio" shall mean, or in -------------------------------------- respect of any fiscal period, the ratio of (i) the MHP Net Operating Income for such period to (ii) to the extent acceptable by difference between (x) the applicable Rating Agencies rating MHP Debt Service Expense for such period and (y) 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) received 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 such period from 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 Obligations then held as 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 agreementMHP Notes. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than during a REMIC Prohibition Period but prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Optional Prepayment Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (B) not less than forty-five thirty (4530) (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 shall have the right (i) to 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 out of pocket 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 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 reasonably satisfactory to a prudent institutional lender, trustee or servicer of this type of securitized loan transaction, 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;; Confidential Treatment Requested by BANA XXXX-Xxxx-00087 (2) (i) direct non-callable obligations of, or guaranteed as to timely payment by, of 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 SecuritiesSecurities have confirmed in writing that the same will not cause a downgrade, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M withdrawal or qualification of the Code)initial, or, if higher, then applicable ratings of the Securities, 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 until and including the Optional Prepayment 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 Optional Prepayment Date) for , including, without limitation, the outstanding principal balance of the term hereof Loan) (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 reasonably satisfactory to a prudent institutional lender Lender (including, without limitation, such certificates, documents and instruments as may be reasonably 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 form and subject only substance and delivered by counsel which would be reasonably satisfactory to customary qualificationsa prudent lender, assumptions and exceptions opiningtrustee or servicer of this type of securitized loan transaction stating, among other things, that (i) Lender has a perfected first priority 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 reasonably acceptable to a prudent institutional lender 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 Optional Prepayment Date)) following the Release Date and through and including the Optional Prepayment Date; and (6) such other certificates, documents and instruments as a prudent institutional lender 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 Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), (1) 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. Documents and (2) Lender will, at Borrower’s expense, execute and deliver any agreements as reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the PropertyProperty or to otherwise assign the Mortgage and any other applicable Loan Documents (including, without limitation, a letter of authorization permitting Borrower to file UCC-3 terminations). (iii) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall (at Lender’s sole and absolute discretion) assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, 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 Lender in its sole and absolute discretion 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 form and subject only substance and delivered by counsel which would be reasonably satisfactory to customary qualificationsa prudent lender, assumptions and exceptions opiningtrustee or servicer of this type of securitized loan transaction stating, 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 Note, the Defeasance Security AgreementAgreement and the other Loan Documents, 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 out of pocket 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) For purposes of this Section 2.4, “REMIC Prohibition Period” means the period commencing on the Closing Date and ending on the earlier to occur of (A) the second anniversary of the “startup day” within the meaning of Section 860G(a)(9) of the Code of any REMIC Trust that holds the Note, or (B) the forty-second (42nd) Scheduled Payment Date. In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 anything to the contrary, including, without limitation, subsection contrary in this Agreement or any Supplement: (a) of this Section 2.4The Transferors may at their option be discharged from their obligations hereunder with respect to any Series or all outstanding Series (each, at any time other than prior to a "Defeased Series") on the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 shall have the right (i) to 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 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 conditions set forth in this Section 2.4(b)(isubsection 12.04(c) have been satisfied; are satisfied (4a "Defeasance") one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject but only if Defeasance is explicitly available 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 such Series in accordance with its terms, related Supplement (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the it being understood that 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 available to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary Series in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among any 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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)(Bcase); provided, however, that the failure following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Lender the Holders of Investor Certificates of the Defeased Series to so notify Borrower receive, solely from the trust fund provided for in subsection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (ii) the 102 Transferors' obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trusts, duties, and immunities of the Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Section 12.04. (b) Subject to subsection 12.04(c), the Transferors at their option may cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not impose be at the expense of the Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Xxxxx'x, such deposit and termination of obligations would not be a fraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferors); 103 (iv) the Transferors shall have delivered to the Trustee an Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause a Pay-Out Event with respect to any liability on Lender Series or grant Borrower any right event that, with the giving of notice or the lapse of time, would result in the occurrence of a Pay-Out Event with respect to defease any Series; and (v) the Loan during any Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of such REMIC Prohibition Period.written notice to the Servicer and the Trustee. [END OF ARTICLE XII] 104

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) Provided no Event of Default shall exist under have occurred and remain uncured, Borrower shall have the right at any time (i) with respect to the Claremont Property, and (ii) after the Defeasance Lockout Period and prior to the Prepayment Lockout Release Date with respect to any Property other than the Claremont Property, to voluntarily defease the Loan in whole or in part and obtain the release of the Property, or applicable Property or Properties if defeased only in part, by and upon satisfaction of the following conditions (such event being a DEFEASANCE EVENT): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the date (the DEFEASANCE DATE) on which the Defeasance Event shall occur, which notice shall be revocable by Borrower but not more than two (2) times in any twelve (12) month period provided, however, if Borrower elects to so revoke any such notice, Borrower shall reimburse Lender for the actual out-of-pocket expenses incurred by Lender in connection with such revocation; (ii) Except with respect to a defeasance of the Claremont Property, the Portfolio DSCR after giving effect to the Defeasance Event shall not be less than the greater of (a) 1.4 to 1.0, and (b) 90% of the Portfolio DSCR immediately prior to such Defeasance Event; (iii) Borrower shall pay to Lender all accrued and unpaid interest on the portion of the principal balance of the Loan then being defeased to and including the Defeasance Date; (iv) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due and payable under the Note, this Agreement, the Security Instrument and the other 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 shall have the right (i) to 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 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; (Dv) Borrower shall deliver to Lender on Lender, at Borrower's option, either (x) the Defeasance Deposit, or prior (y) the Defeasance Collateral (in an amount equal to or greater than that which could otherwise be purchased with the Release Date:Defeasance Deposit had the required Defeasance Deposit been delivered by Borrower); (1vi) Borrower shall execute and deliver a pledge and security agreement, in form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority security interest in favor of Lender in lien on the Defeasance Collateral, as defined herein in accordance with the provisions of this Section 2.3.4 (the “Defeasance Security Agreement”SECURITY AGREEMENT); (vii) Borrower shall deliver an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, which shall provideassumptions and exceptions opining, among other things, that any excess amounts received by Lender from Borrower has duly and validly transferred and assigned to the Successor Borrower the Defeasance Collateral over and all obligations, rights and duties under and to the amounts payable Note that are attributable to the Property, that Lender has a perfected first priority security interest in the Defeasance Collateral delivered by Borrower on Borrower, and shall pay all costs of Lender obtaining an opinion of counsel that is standard in similar transactions that any REMIC Trust formed pursuant to a given Scheduled Payment Date, which excess amounts are Securitization will not required fail to cover all or any portion of amounts payable on maintain its status as 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” "real estate mortgage investment conduit" within the meaning of Section 2(a)(16) 860D of the Investment Company Act Code as a result of 1940, or such Defeasance Event; (iiviii) Borrower shall obtain confirmation in writing from the applicable Rating Agencies to the extent acceptable effect that the Defeasance Collateral to be purchased qualifies and is sufficient so that the substitution of such Defeasance Collateral for the Property or Properties being released will not result in a downgrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies rating Agencies, Borrower shall also deliver or cause to be delivered a Non-Consolidation Opinion with respect to the Securities, other non-callable government securities satisfying Successor Borrower in form and substance (i) reasonably satisfactory to a prudent lender and (ii) satisfactory to the applicable REMIC provisions Rating Agencies; (e.g., §§ 860A-860G of Subchapter M of ix) Borrower shall deliver a certificate that would be reasonably satisfactory to a prudent lender given by an Independent Accountant engaged by Borrower certifying that 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 Defeasance Collateral shall generate monthly amounts equal to or greater than the amount of the corresponding Monthly Payment Amount Scheduled Defeasance Payments required to be paid under the Note and this Agreement through and including the Maturity Date with respect to the Individual Properties that are subject to such Defeasance Event; (x) Borrower shall deliver such other certificates, documents or instruments as a prudent lender would reasonably require; and (xi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including (A) any costs and expenses associated with a release (in full or in part, as applicable) of the Lien of the Security Instrument as provided in Section 2.3.3 hereof, (B) reasonable attorneys' fees and expenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance. (b) In connection with any Defeasance Event, Borrower shall purchase Defeasance Collateral (or Lender shall use the Defeasance Deposit to purchase such Defeasance Collateral) which provide payments on or prior to, but as close as possible to, all successive scheduled Payment Dates after the Defeasance Date upon which interest payments are required under this Agreement and the Note and in amounts equal to the scheduled payments allocable to the Allocated Loan Amount of the Property(ies) being released pursuant to such Defeasance Event due on such Payment Dates under this Agreement and the Note of (including all including, without limitation, the scheduled payments of principal, interest, and any other amounts due under the Loan Documents on such dates and the payment of such Note in full on the Maturity Date) for (the balance SCHEDULED DEFEASANCE PAYMENTS). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the Defeasance Collateral may be made directly to the Collection Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower or Successor Borrower, if applicable, under this Agreement and the Note. Any portion of the term hereof Defeasance Deposit in excess of the amount necessary to purchase the Defeasance Collateral required by this Section 2.3 and satisfy Borrower's other obligations hereunder shall be remitted to Borrower. (the “c) The Defeasance Collateral”), each of which Collateral shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance that would be reasonably satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be reasonably required by the depository institution holding such securities or by 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 Collateral a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing the 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 Securities. (iid) Upon compliance with Borrower may at its option, or if so required by the requirements of Section 2.4(b)(i)applicable Rating Agencies shall, establish or designate a successor entity (the Property SUCCESSOR BORROWER) which shall be released from a single purpose bankruptcy remote entity approved by the lien of the Mortgage and the other Loan DocumentsRating Agencies with one (1) Independent Director, and the Defeasance Collateral applicable Borrower(s) shall constitute sole collateral which shall secure the Note transfer 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) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations obligations, rights and rights duties under and to the Note, together with the pledged Defeasance Collateral, Collateral to a successor entity designated and approved by Lender in its sole and absolute discretion (“such Successor Borrower”). Such 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 the 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 Agreement 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 (Bapplicable Borrower(s) 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 hereunderunder such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. (e) If Borrower has elected to defease the Loan or any allocated portion thereof, and the requirements set forth in this Section 2.3.4 have been satisfied, the applicable Property or Properties shall be released from the Lien of the Security Instrument as provided in this Section and the Defeasance Collateral, pledged pursuant to the Security Agreement, shall be the substitute source of collateral securing such amounts due under the Note. Further, the pledge of the related Account Collateral, the Collateral Accounts and other property pledged under this Agreement and the other Loan Documents and under the Defeasance Security Agreementall other obligations of Borrower created hereunder in respect of such Property or Properties shall be discharged, except as expressly set forth specifically provided to the contrary in the assignment and assumption agreementapplicable Loan Document. (ivf) In no event Borrower shall submit to Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect not less than fifteen (15) days prior to the LoanDefeasance Date (which must be on a Business Day), except a release of Liens (and related Loan Documents) for each applicable Property (for execution by Lender) in a form appropriate in the applicable state and otherwise satisfactory to Lender in its reasonable discretion and all other documentation Lender reasonably requires to be delivered by Borrower in connection with such Defeasance Event (collectively, RELEASE INSTRUMENTS) for each applicable Property (for execution by Lender) together with an Officer's Certificate certifying that (i) the Release Instruments are in compliance with all Legal Requirements, (ii) the Defeasance Event will not violate the terms of this Agreement, (iii) the release to be effected will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender shall notify Borrower if any REMIC Prohibition Period is in effect with respect under the Loan Documents not being released (or as to the parties to the Loan after receiving any notice Documents and Properties subject to the Loan Documents not being released), (iv) the requirement described in Section 2.4(b)(i)(B2.3.4(a)(ii) above is satisfied in connection with such Defeasance Event (together with calculations demonstrating the same in reasonable detail); provided, however, and Mortgage Borrower General Partner has withdrawn and been replaced as the general partner of the applicable Borrower transferring the applicable Property or that the failure of Lender to so notify such Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any will be dissolved immediately after such REMIC Prohibition PeriodDefeasance Event.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or Except as expressly provided in paragraph (b) forty-two (42) months after the Closing Date, Borrower may cause the release below with respect to certain of the Property from Guarantors, this Agreement shall terminate at such time as the lien Guaranteed Obligations have been paid and performed in full and all other obligations of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist Guarantors to HRP 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 Datethis Agreement have been satisfied in full; provided, however, that Borrower shall have the right (i) to 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 limitationif at any time, all fees, costs and expenses incurred by Lender and its agents in connection with such release or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, reasonable legal fees and expenses for the review and preparation insolvency, bankruptcy or reorganization of the Defeasance Security Agreement (as hereinafter defined) and of Tenant), this Agreement, to the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees extent such payment is or other costs related to such release)must be rescinded or returned, shall be paid deemed to have continued in full on or prior to the Release Date;existence notwithstanding any such termination. (Db) 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, Provided 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) no (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 termsmonetary Default, (ii) Default with respect to which HRP shall have given Notice thereof to Tenant, or (iii) Event of Default shall have occurred and be continuing under the Lease, in the event that the IPO shall be consummated and (x) the common shares 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 Brookdale issued in connection therewith shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state lawbe subject to redemption, (iiiy) the release Brookdale shall have a resulting equity market capitalization 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 less than Thirty-Five Million Dollars ($35,000,0000) and (ivz) 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 HRP shall receive such evidence thereof 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 HRP may reasonably require, HRP shall, promptly upon the written request of any Guarantor other than Brookdale and the Subtenants, release such Guarantor (Bother than Brookdale and the Subtenants) pay from all feesobligations and liabilities arising under this Agreement subsequent to the release date, costs and expenses incurred by Lender or its agents HRP agreeing, in connection with any such assignment release, promptly to execute and assumption (including, without limitation, reasonable legal fees deliver to the released Guarantors all documents reasonably necessary to effect such release. It is expressly understood and expenses and for the review of the proposed transferee agreed that Brookdale and the preparation of the assignment Subtenants shall not be released from their liabilities 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 this Agreement, except as expressly set forth provided in the assignment and assumption agreementparagraph (a) above. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. At any time, we may terminate all our obligations under the Notes and the Indenture (i) Notwithstanding any provisions “legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of this Section 2.4 the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the contraryNotes. If we exercise our legal defeasance option, including, without limitation, subsection (a) of this Section 2.4the 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 prior to the expiration covenant described under "—Merger and consolidation”), the operation of the earlier of 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 (a3) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien first paragraph under “—Certain covenants—Merger and consolidation” above (“covenant defeasance”). We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, payment of the Mortgage and the other Loan Documents upon the satisfaction Notes may not be accelerated because of the following conditions: (A) no an Event of Default shall exist under any with respect thereto. If we exercise our covenant defeasance option, payment of the Loan Documents; Notes may not be accelerated because of an Event of Default specified in clause (B) not less than forty-five 4), (456), (7) (but not more than ninety with respect only to Significant Subsidiaries) or (90)8) under "—Defaults” above or because of the failure of the Company to comply with clause (3) days prior written notice shall be given of the first paragraph under “—Certain covenants—Merger and consolidation” above. In order to Lender specifying exercise either of our defeasance options, we or a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered Guarantor must irrevocably deposit in trust (the “Release Datedefeasance trust”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have ) with the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, Trustee money 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 U.S. Government Obligations for the review payment of principal and preparation of the Defeasance 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 Notes to redemption 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 thereofmaturity, as the case may be, and must comply with certain other conditions, including delivery to effectuate book-entry transfers the Trustee of an Opinion of Counsel (subject to customary exceptions and pledges through exclusions) to the book-entry facilities effect that holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such institution) deposit and defeasance and will be subject to Federal income tax on the same amounts and in order to perfect upon the delivery 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 Defeasance Security Agreement Internal Revenue Service or other change in applicable Federal income tax law). The Bank of New York Mellon is to be the first priority security interest therein in favor Trustee under the Indenture. We have appointed The Bank of Lender in conformity New York Mellon as Registrar and Paying Agent with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all regard to the Notes. The Indenture contains certain limitations on the rights 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 qualificationsTrustee, assumptions and exceptions opining, among other things, that (i) Lender has should it become 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 creditor of the Defeasance Collateral nor Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any proceeds thereof such claim as security or otherwise. The Trustee 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 permitted 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 engage 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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)transactions; provided, however, that if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the failure SEC for permission to continue or resign. No director, officer, employee, incorporator or stockholder of Lender to so notify Borrower shall not impose the Company, any of its Restricted Subsidiaries or any Guarantor will have any liability on Lender for any obligations of the Company, any of its Restricted Subsidiaries or grant Borrower any right 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 defease waive liabilities under the Loan during any U.S. Federal securities laws, and it is the view of the SEC that such REMIC Prohibition Perioda waiver is against public policy. The Indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at At any time other than prior to the expiration from and after July 1, 2008, so long as no monetary default, material non-monetary default or Event of Default hereunder or under any of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Dateother Loan Documents is then continuing, Borrower may cause obtain the release of the Property Project from the lien of the Mortgage and the other Loan Documents Security Document upon the satisfaction of the following conditions:conditions precedent ("Defeasance"): (A) no Event of Default shall exist under any of the Loan Documents; (Ba) not less than forty-five thirty (45) (but not more than ninety (90)30) days prior written notice shall be given to Lender specifying the first day of a date calendar month (or if not a Business Day, the first Business Day of such calendar month) (the "Release Date") on which the Defeasance Collateral Deposit (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to 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 extensionmade; (Cb) all the payment to Agent on the Release Date of interest accrued and unpaid interest and all other sums due under on 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 principal balance of the Defeasance Security Agreement (as hereinafter defined) Loan to 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 including the Release Date; (Dc) Borrower shall deliver the payment to Lender Agent on or prior to the Release DateDate 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: (1i) a pledge security agreement in form and substance satisfactory to Lender, creating a first priority lien in favor of Agent on the 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) releases of the Project from the lien of the Mortgages (for execution by Lender) in a form appropriate for the jurisdiction in which the Project is located and otherwise acceptable to Agent; (iii) an officer's certificate of Borrower certifying that the requirements set forth in this clause (e) have been satisfied; (iv) 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 a perfected first priority security agreementinterest in the Defeasance Deposit and the U.S. Obligations purchased by or on behalf of Borrower and pledged to Agent and as to enforceability of the Assignment Agreement (as hereinafter defined), the 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 certificates, 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 a prudent institutional lenderLender, creating a first priority security interest in favor certifying the amount of Lender in U.S. Obligations required to be purchased with the Defeasance CollateralDeposit in order to generate sufficient sums to satisfy the obligations of Borrower under this Agreement, the Note and this Section 2.9 as defined herein (and when such obligations become due. In connection with the “Defeasance Security Agreement”)conditions set forth above, which shall provide, among other things, that any excess amounts received by Lender from Borrower hereby appoints Agent as its agent and attorney-in-fact for the purpose of using the Defeasance Collateral over the amounts payable by Borrower Deposit to purchase or cause to be purchased U.S. Obligations which provide payments on a given Scheduled Payment Dateor prior to, 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 but as close as possible to (but in no event later than) to, all successive Scheduled scheduled Payment Dates occurring 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, with each such payment being and in amounts equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid scheduled payments due on such dates under this Agreement and the Note (including all amounts due on plus Agent's reasonable estimate of administrative expenses and applicable federal income taxes associated with or to be incurred by the Maturity Date) for Successor Borrower during the balance of remaining term of, and applicable to, the term hereof Loan (the “"Scheduled Defeasance Collateral”Payments"). Borrower, each of which pursuant to the Security Agreement or other appropriate document, shall be duly endorsed by authorize and direct that 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 payments received from the U.S. Obligations may be required by made directly to Agent and applied to satisfy 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 obligations of Borrower certifying that all of under this Agreement, the requirements set forth in Note and 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 Securities. (ii) 2.9. Upon compliance with the requirements of this Section 2.4(b)(i)2.9, the Property Project shall be released from the lien of the Mortgage Security Document and the other pledged U.S. Obligations shall be the sole source of collateral securing the repayment of the Loan Documents, and the Note. Any portion of the Defeasance Collateral shall constitute sole collateral which shall secure Deposit in excess of the Note amount necessary to purchase the U.S. Obligations required by the preceding paragraph and all other to otherwise satisfy the Borrower's obligations under this Section 2.9 shall be remitted to Borrower with the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release of the Project from the lien of the Mortgage Security Document. 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 other Loan Documents from the Property. (iii) Upon the release of the Property in accordance with Defeasance contemplated by this Section 2.4(b2.9 (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 its obligations obligations, rights and rights duties under and to the Note, Note together with the pledged Defeasance Collateral, U.S. Obligations to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). such Successor Borrower shall execute pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it Lender (the "Assignment Agreement"). Such Successor Borrower shall assume Borrower’s the obligations under the Note Note, the Security Agreement and the Defeasance Security Agreement. As conditions to such assignment other Loan Documents 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 hereunderthereunder, 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, under the Security Agreement and the other Loan Documents pursuant to the Assignment Agreement. Borrower shall pay all reasonable costs and under 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 Security AgreementDeposit. For purposes of this Section 2.9, except as expressly set forth in the assignment and assumption agreement. (iv) In no event following terms shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.following meanings:

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) Notwithstanding anything to the contrary contained in the Sun Villa Note, this Deed of this Section 2.4Trust or the other Loan Documents, at any time other than prior to after the expiration date which (i) is two years after the "startup day," within the meaning of Section 860G(a)(9) of the earlier Internal Revenue Code of 1986, as amended from time to time or any successor statute (athe "Code"), of a "real estate mortgage investment conduit," (a "REMIC") within the REMIC Prohibition Period meaning of Section 860D of the Code in connection with a Secondary Market Transaction, that holds the Sun Villa Note and this Deed of Trust or (bii) forty-two (42) months is four years after the Closing Datedate hereof, whichever shall first occur, and provided (unless Lender shall otherwise consent, in its sole discretion) no default or Event of Default has occurred and is continuing hereunder or under any of the other Loan Documents, Borrower may cause shall have the right to obtain the release of the Property from the lien of the Mortgage this Deed of Trust and the other Loan Documents (the "Defeasance") upon the satisfaction of each of the following conditionsconditions precedent: (A) no Event of Default shall exist under any of the Loan Documents; (Bi) not less than forty-five thirty (4530) (but not more than ninety (90)) days days' prior written notice shall be given to Lender specifying a date regular Payment Date under the Sun Villa Note (the "Defeasance Election Date") on which the Defeasance Collateral Deposit (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or made; (ii) the remittance to extend Lender on the related Defeasance Election Date of interest accrued and unpaid on the outstanding principal amount of the Sun Villa Note to and including the Defeasance Election Date and the scheduled Release Date until amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable with respect to 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 extensionSun Villa Loan; (Ciii) all accrued and unpaid interest and all other sums due under the Note, this Agreement and under irrevocable deposit with Lender of an amount (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 "Defeasance Deposit") of non-callable U.S. Government Securities (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as 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 date of any payment, cash in an amount sufficient, without reinvestment, in the other materials described opinion of a nationally recognized firm of independent certified public accountants expressed in Section 2.4(b)(i)(Da written certification thereof delivered to Lender, to pay and discharge the Scheduled Defeasance Payments (hereinafter defined); (iv) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full the delivery on or prior to the Release Date; (D) Borrower shall deliver Defeasance Election Date to Lender on or prior to the Release Dateof: (1A) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lenderLender, creating a first priority security interest in favor of Lender in lien on the Defeasance Collateral, as defined herein Deposit (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, Security Agreement shall be refunded to Borrower promptly included within the definition of "Deed of Trust" for purposes of each Loan Document from and after each such Scheduled Payment Datethe date of its execution; (2B) (i) direct non-callable obligations of, or guaranteed as to timely payment bya release of the Property from this Deed of Trust, the United States Sun Villa Assignment and any UCC Financing Statements relating thereto (for execution by Lender) in a form appropriate for cancellation of America or other obligations such documents in the jurisdiction in which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or Property is located (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 beof a partial defeasance, to effectuate book-entry transfers and pledges through a release of Lender's interest in the book-entry facilities of such institution) in order to perfect upon Property, if any, under 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 interestsOther Loans); (3C) a certificate of an authorized representative of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(isubparagraph (a) have been satisfied; (4D) one or more opinions an opinion of counsel for Borrower in form and substance satisfactory to Lender to the effect that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) the Lender has a perfected first priority security interest in the Defeasance Collateral Deposit; (E) an opinion of counsel for Lender, prepared and delivered by the Servicer at Borrower's reasonable expense, stating that the Defeasance Security Agreement is enforceable against Borrower trust formed as a REMIC in accordance connection 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 Secondary Market Transaction 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 as a result of 1940such Defeasance; (5F) a certificate evidence in form and scope acceptable writing from the applicable Rating Agencies to a prudent institutional lender from an Acceptable Accountant certifying the effect that the Defeasance Collateral collateral substitution 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 not result in a downgrading, withdrawal or qualification of the Loan due on respective ratings in effect immediately prior to such Defeasance for any securities issued in connection with the Maturity Date)Secondary Market Transaction which are then outstanding; and (6G) such other certificates, documents and or instruments as a prudent institutional lender Lender may reasonably requirerequest (including, but not limited to any documents required by any Rating Agency in connection with a Secondary Market Transaction); (v) the payment by Borrower to Lender of all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred or anticipated to be incurred by Lender in connection with the release of the Property from the lien of this Deed of Trust and the other Loan Documents pursuant to this Section 1.35 including, without limitation, Lender's determination of whether Borrower has satisfied all of the related conditions and requirements set forth in this Section 1.35; and (Evi) in subject to the event terms of Section 1.35(d) hereinbelow, a contemporaneous Defeasance election must be undertaken and completed pursuant to the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution terms of all of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification Deeds of Trust and all of the ratings then assigned to any of the SecuritiesRelated Properties. (iib) Upon compliance with the requirements of Section 2.4(b)(i)subparagraph (a) above, the Property shall be released from the lien of this Deed of Trust, the Mortgage Sun Villa Assignment and any UCC Financing Statements related thereto, the other Loan Documents, obligations hereunder 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 with respect to the Property shall no longer be applicable and the Defeasance Deposit shall be the sole source of collateral securing the Sun Villa 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 the Sun Villa Note after the Defeasance Election Date, including full payment due on the Sun Villa Note on the Lockout Expiration Date (as defined in the Sun Villa Note) (the "Scheduled Defeasance Payments"). Borrower, pursuant to the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from the Property. (iii) Upon Defeasance Deposit shall be made directly to Lender and applied to satisfy the release obligations of Borrower under the Property in accordance Sun Villa Note. In connection with this Section 2.4(b)such release, Borrower shall assign all its obligations and rights under the Noteestablish or designate a single-purpose, together with the pledged Defeasance Collateral, to a bankruptcy-remote successor entity designated and approved by acceptable to Lender in its sole and absolute discretion (“the "Successor Borrower”Trustor"). Successor Borrower shall execute an assignment and assumption agreement , with respect to which a non-consolidation opinion satisfactory in form and substance satisfactory to Lender has been delivered to Lender (if such a prudent institutional lender pursuant 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 which it shall assume Borrower’s obligations the Successor Trustor all obligations, rights and duties 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 Sun Villa Note and the Defeasance Security Agreement, as so assigned together with the pledged Defeasance Deposit. The Successor Trustor shall assume the obligations of Borrower under the Sun Villa Note and assumed, are enforceable against the Successor Borrower in accordance with their respective termsDefeasance Security Agreement, 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.hereunder and

Defeasance. (i) Notwithstanding At any provisions of this Section 2.4 time prior to the contraryfirst Payment Date that is three (3) months prior to the Maturity Date, the Borrowers may defease the Loan at any time, in whole or, from time to time, in part in accordance with the following provisions: (A) Lender shall have received from the Borrowers not less than thirty (30) days' prior written notice specifying the date proposed for such defeasance and the amount which is to be defeased, which proposed date shall be a Payment Date. (B) The Borrowers shall also pay to Lender all interest due through and including the last day of the Interest Accrual Period during which such defeasance is being made, together with any and all other amounts due and owing pursuant to the terms of the Loan Documents, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions:costs incurred in connection with a defeasance. (AC) no 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 have occurred and be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”)continuing unless, such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to 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 (includingdefeasance, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance 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;of one or more Properties which are the subject of a proposed defeasance will cure such Event of Default. (D) Borrower The Borrowers shall (i) deliver Federal Obligations sufficient to make the Scheduled Defeasance Payments to Lender (ii) deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance reasonably satisfactory to a prudent institutional lenderLender, creating a first priority security interest lien on the Federal Obligations purchased by Borrowers in favor accordance with the terms of Lender in the Defeasance Collateral, as defined herein this Section 11.3 (the “Defeasance Security Agreement”"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 deliver 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 an Officer's Certificate certifying that all of the requirements set forth in this Section 2.4(b)(i) 11.3 have been satisfied; ; (43) one or more opinions deliver to Lender an opinion of counsel for Borrower that are customary the Borrowers in commercial lending transactions form and subject only substance reasonably satisfactory to customary qualifications, assumptions and exceptions opiningLender stating, among other things, that (i) Lender has a first priority perfected security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, Federal Obligations; (ii4) in the event of if only a bankruptcy proceeding or similar occurrence with respect to Borrower, none portion of the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 Loan is being defeased, the Borrowers shall execute and deliver all necessary documents to split the Note into two substitute notes, one having a principal balance equal to the defeased portion of the U.S. Bankruptcy Code or any similar statute Note (the "DEFEASED NOTE") and one note having a principal balance equal to the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 undefeased portion of the U.S. Bankruptcy Code or applicable state lawNote (the "UNDEFEASED NOTE"), with a balloon payment on the Defeased Note due on the first Payment Date that occurs three (iii3) months prior to 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; Maturity Date; (5) deliver to Lender a certificate certificate, in form and scope acceptable substance reasonably satisfactory to a prudent institutional lender Lender from an Acceptable Accountant certifying independent certified public accountant confirming that the Defeasance Collateral will generate amounts sufficient to make all payments requirements of principal this Section 11.3 have been satisfied; 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) deliver to Lender such other certificates, documents and documents, opinions or instruments as a prudent institutional lender Lender may reasonably require; andrequest. The Borrowers, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the Federal Obligations shall be made directly to Lender and applied to satisfy the obligations of the Borrowers under the Defeased Note. The Defeased Note and the Undefeased Note shall have identical terms as the Note, except for the principal balance, payment amounts and amortization schedules and with a balloon payment on the Defeased Note due on the first Payment Date that occurs three (3) months prior to the Maturity Date. A Defeased Note cannot be the subject of a further defeasance. (E) in the event the Loan is held by Lender shall have received 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 SecuritiesConfirmation. (iiF) Upon compliance with If the requirements of Section 2.4(b)(iBorrowers defease the Loan in whole and will continue to own any assets other than the Federal Obligations delivered to Lender, the Borrowers shall establish or designate a special-purpose bankruptcy-remote successor entity reasonably acceptable to Lender (the "SUCCESSOR BORROWERS"), the Property shall be released from the lien of the Mortgage with respect to which a substantive nonconsolidation opinion satisfactory to Lender has been delivered to Lender and the other Loan DocumentsBorrowers shall transfer and assign to the Successor Borrowers all obligations, rights and the Defeasance Collateral shall constitute sole collateral which shall secure duties under 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) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the NoteSecurity Agreement, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Federal Obligations. The 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 Borrowers shall assume Borrower’s the obligations of the Borrowers 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 Agreement 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 Borrowers shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents hereunder and under the Defeasance Security Agreement, except as expressly set forth in the assignment thereunder. The Borrowers shall pay Ten and assumption agreement. No/100 Dollars (iv$10.00) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any Successor Borrowers as consideration for assuming such REMIC Prohibition PeriodBorrowers obligations.

Defeasance. (ia) Notwithstanding any provisions Subject to compliance with and satisfaction of the terms and conditions of Paragraph 4 of this Agreement and the terms and conditions of this Section 2.4 to the contrary6, including, without limitation, subsection (a) of this Section 2.4, at Borrowers may elect on any time other than prior to the expiration of Scheduled Payment Date after the earlier of (ax) the REMIC Prohibition Period third (3rd) anniversary of the date of this Agreement or (by) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 shall have the right (i) to 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 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, years from the United States of America or other obligations which are “government securities” "startup day" within the meaning of Section 2(a)(1686OG(a)(9) of the Investment Company Act IRS Code of 1940a REMIC Trust (defined below) (the "Defeasance Lock-Out Termination Date"), to obtain a Property Release of one or more Properties from the related Security Instruments by delivering to Lender, as security for the payment of a portion of all interest due and to become due throughout the term of the Notes on, and the portion of the principal balance of the Notes equal to the lesser of (A) 125 % of the sum of the Allocated Loan Amounts of each of such Release Premises, or (B) the then aggregate unpaid principal balance of the Notes, Defeasance Collateral (defined below) with Collateral Value (defined below) sufficient, without consideration of any reinvestment of interest therefrom, to pay (i) all amounts then due relating to such portion of the Notes, including accrued interest thereon, (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 portion 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 outstanding principal amount of the corresponding Monthly Payment Amount required Notes equal to be paid under this Agreement and the Note lesser of (including all amounts due on 1) 125% of Allocated Loan Amounts of each of such Release Premises or (2) the Maturity Date) for the then aggregate unpaid principal balance of the term hereof Notes (the “lesser of such amount, the "Defeasance Collateral”Amount") and (iii) the portion of the interest that will become due under such portion of the Notes on any date prior to and including the Maturity Date (all such interest as described in this clause (iii) together with the Defeasance Amount and such amounts described in clause (i) being hereinafter referred to as the "Defeasance Property"). (b) As a condition to any Defeasance, each of which prior to any Defeasance, Borrowers shall be duly endorsed by have delivered to Lender: (i) all necessary documents to amend and restate the holder thereof as directed by Lender Note 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 thereofNotes, as the case may be, to effectuate book-entry transfers and pledges through reflect that the book-entry facilities of such institution) in order to perfect upon Note or Notes, as the delivery case may be, evidence the portion 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 Notes that has not been defeased and to issue a substitute note having a principal balance equal to the Maturity Date); and Defeasance Amount (6the "Defeased Note") such other certificates, documents and instruments as another substitute note having a prudent institutional lender may reasonably require; and (E) in principal balance equal to the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution undefeased portion of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification Note (the "Undefeased Note"). The Undefeased Note shall have terms identical to the terms of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 except 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 principal balance which 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) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect equal to the 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 undefeased principal portion of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.the

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 Any provision hereof to the contrary, including, without limitation, subsection (a) of this Section 2.4contrary notwithstanding, at any time other than prior to during the expiration of the earlier of Defeasance Period (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Dateas defined below), Borrower may cause the obtain a release of the Mortgaged Property from the lien of the Mortgage and the other Loan Documents Security Instruments in whole but not in part only upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (Bi) not less than forty-five thirty (45) (but not more than ninety (90)30) days prior written notice shall be given to Lender specifying a date (the "Defeasance Date") on which the Defeasance Collateral (as hereinafter defineddefined below) is to be delivered (the “Release Date”)delivered, such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice first day 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 extensionmonth; (Cii) all accrued and unpaid interest and all other sums due under the this Note, this Agreement the Security Instruments and under the other Loan Other Security Documents up to the Release Defeasance Date, including, without limitation, all fees, reasonable costs and expenses incurred by Lender and or its agents in connection with such release (defeasance, including, without limitation, reasonable any legal fees and expenses for incurred in connection with obtaining and reviewing the review and Defeasance Collateral, the preparation of the Defeasance Security Agreement (as hereinafter defineddefined below) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing accountant fees, Rating Agency fees or other costs related to such release)and investment advisor fees, all of which shall be paid in full on or prior to the Release Defeasance Date; (Diii) no Event of Default, and no event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default, shall exist either at the time Borrower gives notice of the Defeasance Date to Lender or on the Defeasance Date; (iv) 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 before the Defeasance CollateralDate direct, 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, of 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), in such form and amount that MCF 415 Promissory Note Last revised 7/5/05 provide for the payments prior and prior, but as close as possible possible, to (but in no event later than) all successive Scheduled Payment Dates occurring after regularly scheduled monthly payment dates, including the Release Maturity Date, with each such payment payments being equal to or greater than the amount of the corresponding Monthly Payment Amount monthly payment required to be paid under this Agreement and the Note (including all amounts due on the Maturity Datehereafter, "Scheduled Defeasance Payments") for the balance of the term hereof and the amount required to be paid on the Maturity Date (the “such obligations are collectively and singularly referred to herein as "Defeasance Collateral”), ") each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument xxxxxxment of transfer in form and substance wholly satisfactory to a prudent institutional lender Lender (including, without limitation, such certificates, documents and instruments instrument 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 a first priority security interest therein in such Defeasance Collateral in favor of Lender. The Defeasance Collateral may be purchased by Lender on Borrower's behalf, in xxxxh case Borrower shall deposit with Lender at least three days before the Defeasance Date a sum sufficient, in Lender's sole and absolute disxxxxxxn, to purchase the Defeasance Collateral. Any sums in excess of the amount necessary to purchase the Defeasance Collateral shall be remitted to Borrower upon release of the Mortgaged Property. (v) Borrower shall deliver the following to Lender, at Borrower's cost, on or prior tx xxx Xxfeasance Date: (A) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in conformity with all applicable state and federal laws governing granting of such security intereststhe Defeasance Xxxxxxeral (the "Defeasance Security Agreement"); (3B) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) hereunder for a defeasance have been satisfied; (4C) one or more opinions an opinion of counsel for Borrower that are customary in commercial lending transactions form and subject only substance and delivered by counsel satisfactory to customary qualifications, assumptions and exceptions opiningLender in its sole discretion stating, among other things, (x) that (i) Lender has a perfected security first priorixx xxxurity interest in the Defeasance Collateral and Collateral, (y) 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 terms and (ivz) that the defeasance will not cause the entity which holds this Note to fail to qualify as a "real estate mortgage investment conduit" (a "REMIC"), within the meaning of Section 860D of the Internal Revenue Code of 1986, as amended from time to time or any REMIC Trust to be an “investment company” under successor statute (the Investment Company Act of 1940"Code"); (5D) a certificate in form and scope an opinion of an independent certified public accountant acceptable to a prudent institutional lender from an Acceptable Accountant certifying Lender representing and warranting to Lender that the Defeasance Collateral will generate monthly amounts sufficient equal to make all payments of principal and interest as and when due under or greater than the Note (Scheduled Defeasance Payments including the scheduled outstanding principal balance of the Loan due amount required to be paid on the Maturity Date); andDate of this Note, and such other approvals required by Lender; (6E) evidence in writing from each of the Rating Agencies to the effect that such release will not result in a qualification, downgrade or withdrawal of any rating in effect immediately prior to the Defeasance Date for any securities or "Pass-Through Certificates" issued pursuant to the terms of a trust and servicing agreement in the event that this Note or any interest therein is included in a REMIC or other securitization vehicle; MCF 415 Promissory Note Last revised 7/5/05 (F) such other certificates, opinions, documents and or instruments as a prudent institutional lender Lender may reasonably require; (G) upon approval by Lender of the schedule of Defeasance Collateral to be delivered to Lender, Borrower shall (i) pay Lender a nonrefundable fee, in an amount reasonably determined by Lender, as compensation fxx xxx review, analysis and processing of the defeasance request; and (ii) if required by Lender, deposit with Lender an amouxx estimated by Lender to be sufficient to fund all other fees, costs and expenses related to the defeasance, including Lender's reasonable attorneys' fees and expenses and rating agency fees, if any and expenses together with all expenses and costs associated with the release of the lien on the Mortgaged Property. Borrower shall be responsible for all fees, costs and expenses associated with the defeasance which, if not covered by the above deposit, shall be paid to Lender no later than the Defeasance Date; (H) written approval from the Rating Agencies of the defeasance; and (EI) a newly issued non-consolidation opinion in form and substance and issued by counsel acceptable to Lender and 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 Securities. (ii) Agexxxxx. Upon compliance with the foregoing requirements relating to the delivery of Section 2.4(b)(i)the Defeasance Collateral, the Mortgaged Property shall be released from the lien of the Mortgage and the other Loan Documents, Security Instruments 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) Upon the 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 Collateral, 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 Debt. No partial 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 Mortgaged Property 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 agreementpermitted. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. On the date that the following conditions shall have been satisfied: (i) Notwithstanding any provisions of this Section 2.4 the Transferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on de- posit in the Principal Funding Account following such deposit is equal to the contrarysum of the Class A Outstanding Principal Amount, includingthe Class B Outstanding Principal Amount and the Class C Outstanding Principal Amount, without limitationand (y) in the Accumulation Period Reserve Account, subsection an amount equal to or greater than the Covered Amount, as estimated by the Transferor, for the period from the date of such deposit to the Principal Funding Account through the Expected Final Payment Date; (ii) the Transferor shall have delivered to the Trustee (a) an opinion of this Section 2.4, at any time other than prior counsel to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (B) effect that such deposit will 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 shall have the right (i) to 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 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 Trust being 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 register as to timely payment by, the United States of America or other obligations which are “government securities” an "investment company" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or as amended, (iib) an opinion of counsel 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 effect that following such deposit none of the Code)Trust, 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 Accumulation Period Reserve Account or greater than the amount of the corresponding Monthly Payment Amount required Principal Funding Account will be deemed to be paid under this Agreement and the Note an association (including all amounts due on the Maturity Dateor publicly traded partnership) for the balance of the term hereof taxable as a corporation, (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; (3c) a certificate of Borrower certifying that all an officer 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 Transferor stating that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of Transferor reasonably be- lieves that such deposit will not cause 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 Pay Out Event or any similar statute and event that, with the grant giving of security interest therein notice or the lapse of time, would constitute a Pay Out Event, 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 occur; and (iv) the defeasance a Ratings Event will not cause any REMIC Trust occur, the Series 1997-1 Certificates will no longer be entitled 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 security 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) Trust 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 AgreementReceivables and, except as expressly those set forth in clause (i) above, other Trust assets and the assignment percentages applicable to the allocation to the Series 1997-1 Certificateholders of Principal Collections, Finance Charge Collections and assumption agreementDefaulted Receivables will be reduced to zero. Upon the satisfaction of the foregoing conditions, the Class D Invested Amount will be reduced to zero. (iv) In no event SECTION 7. Article V of the Agreement. Article V of the Agreement shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is read in effect with respect its entirety as follows and shall be applicable only to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.Series 1997-1 Certificates:

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the Anticipated Prepayment Date, other than during a REMIC Prohibition Period or (b) forty-two (42) months after the Closing DatePeriod, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default default shall exist under any of the Loan Documents; (B) not less than forty-five sixty (4560) (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 shall have the right (i) to 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 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, of 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 SecuritiesSecurities have confirmed in writing will not cause a downgrade, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M withdrawal or qualification of the Code)initial, or, if higher, then applicable ratings of the Securities, 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 wholly satisfactory to a prudent institutional lender Lender in its sole discretion (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-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 form and subject only substance and delivered by counsel which would be satisfactory to customary qualifications, assumptions and exceptions opininga prudent lender stating, among other things, that (i) Lender has a perfected first priority 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 reasonably acceptable to a prudent institutional lender 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 Lender may reasonably in its sole discretion 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 Securities. (ii) Upon compliance with the requirements 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) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall (at Lender’s sole and absolute discretion) assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated by Borrower and approved by Lender in its sole and absolute reasonable discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender Lender in its sole and absolute discretion 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 form and subject only substance and delivered by counsel which would be satisfactory to customary qualifications, assumptions and exceptions opininga prudent Lender stating, 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 Note, the Defeasance Security AgreementAgreement and the other Loan Documents, 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) For purposes of this Section 2.4, “REMIC Prohibition Period” means the earlier to occur of (A) two-year period commencing with the “startup day” within the meaning of Section 860G(a)(9) of the Code of any REMIC Trust that holds the Note and (B) the period commencing on the date hereof and ending on the date which is three (3) years after the first Scheduled Payment Date following the date hereof. In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (ia) Notwithstanding any provisions of this Section 2.4 Article 2 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of following the earlier of the third (a3rd) anniversary of the Closing Date or a REMIC Prohibition Period or (b) forty-two (42) months after the Closing DatePeriod, Borrower may cause the release of the Property Properties from the lien Lien of the Mortgage Mortgages and the other Loan Documents (or, in the case of a release of any Individual Property pursuant to Section 15.1(c)(viii) hereof, the release of such Individual Property from the Lien of the applicable Mortgage) (the Individual Property being released pursuant Section 15.1(c)(viii) hereof being referred to individually as a “Defeased Property,” and to the extent more than one Individual Property is subject to release from the Lien of its Mortgage pursuant to the provisions of Section 15.1(c)(viii) hereof, collectively, as the “Defeased Properties”) upon the satisfaction of the following conditions: (Ai) no Event of Default shall exist under any of the Loan Documentshave occurred and be continuing; (Bii) not less than forty-five thirty (4530) (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 “Defeasance Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel or extend (by no more than thirty (30) days) such notice by providing Lender with notice of cancellation ten or extension not less than five (105) days Business Days prior to the scheduled Defeasance 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 reasonable costs and expenses incurred as a result of such cancellation or extension; (Ciii) all accrued and unpaid interest and all other sums due under this Agreement, the Note, this Agreement Note and under the other Loan Documents up to the Defeasance Release Date, including, without limitation, all actual out-of-pocket third party 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 Security Agreement (as hereinafter defined) and of the other materials described in this Section 2.4(b)(i)(D) below 2.8 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 Defeasance Release Date; (Div) solely in the event less than the entire amount of the Loan is the subject of a release (a “Partial Defeasance”) pursuant to Section 15.1(c)(viii) hereof, Lender, at Borrower’s expense, shall prepare all necessary documents to modify this Agreement and to amend and restate the Note (or the Undefeased Note (as defined below) if a Partial Defeasance has occurred previously) and issue two substitute notes, with one (the “Defeased Note”) having a principal balance equal to the Release Price, and the other (the “Undefeased Note”) having a principal balance equal to the excess of (x) the outstanding principal amount of the Loan (or the Undefeased Note if a Partial Defeasance has occurred previously) over (y) the principal balance of the Defeased Note. The Defeased Note and the Undefeased Note shall have identical terms as the Note except for the principal balance and the payment terms thereof, which shall require that the Monthly Payment Amount be allocated between the Defeased Note and the Undefeased Note in accordance with the same percentage that the principal amount of each such note represents of their sum, and may be cross-defaulted with each other at Lender’s sole option; (v) Borrower shall deliver to Lender on or prior to the Defeasance Release Date: (1A) a pledge and security agreement, in form and substance which would be reasonably satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein Collateral (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) (iB) direct non-callable obligations of, or guaranteed as to timely payment by, of the United States of America or or, to the extent satisfying Rating Agency criteria, other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 19401940 (and in connection therewith, or (iiBorrower hereby appoints Lender as its agent and attorney in fact for the purpose of purchasing the same) 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 on a Business Day prior and as close as possible to each successive Payment Date (but in no event later thanand the Maturity Date) all successive Scheduled Payment Dates occurring after the Defeasance Release Date through and including the Open Prepayment Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid (x) under this Agreement and the Note in the case of a release of the Properties remaining subject to the Lien of any Mortgage (including or the Undefeased Note if a Partial Defeasance has occurred previously), or (y) the Defeased Note, in the case of a Partial Defeasance, as applicable, and all amounts necessary to pay the outstanding principal balance and all other amounts due and payable on the Maturity Date) for the balance of the term hereof Open Prepayment Date (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender Lxxxxx or accompanied by a written instrument of transfer in form and substance which would be 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-book entry transfers and pledges through the book-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; (3C) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i2.8(a) have been satisfied; (4D) one or more opinions of counsel for Borrower that are customary in commercial lending transactions form and subject only substance and delivered by counsel which would be reasonably satisfactory to customary qualifications, assumptions and exceptions opininga prudent lender stating, among other things, that (i1) Lender Lxxxxx has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, and (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, (iii2) 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 1940Trust; (5E) a certificate in form and scope acceptable which would be reasonably satisfactory to a prudent institutional lender from an Acceptable Accountant independent certified public accountant acceptable to Lender certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under this Agreement and the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Open Prepayment Date); and; (6F) such other certificates, opinions, documents and instruments as a prudent institutional lender may would reasonably require; and (EG) in the event the Loan is held by a REMIC TrustTrust and if required by Lxxxxx, Lender Lxxxxx has received written confirmation from any obtained a 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 SecuritiesConfirmation. (iib) Upon compliance with the requirements of Section 2.4(b)(i2.8(a), either the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a Partial Defeasance pursuant to Section 15.1(c)(viii) hereof, the Defeased Property shall be released from the lien Lien of the applicable Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute sole collateral which shall secure the Note or the Defeased Note, as applicable, and all other obligations under the Loan Documents. Lender willshall, at BorrowerBxxxxxxx’s expense, execute and deliver any agreements in form and substance reasonably satisfactory to Lender which are reasonably requested by Borrower to release the lien of the Mortgage Mortgages and the other Loan Documents from the Properties or the Defeased Property, as applicable. (iiic) Upon As a condition to the release of the Property Properties or the Defeased Property, as applicable, in accordance with this Section 2.4(b)2.8, Borrower shall assign all its obligations and rights under this Agreement and the Note or the Defeased Note, as applicable, together with the pledged Defeasance Collateral, to a successor single purpose entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Lxxxxx’s right to designate and approve the Successor Borrower shall, at the sole option of Bank of America, N.A., be exercised by Bank of America, N.A. and shall be retained by Bank of America, N.A. (or any successor or assign pursuant to an assignment of such retained rights separate and apart from the transfer or Securitization of all or any portion of the Loan), notwithstanding any transfer or Securitization of all or any portion of the Loan. Successor Bxxxxxxx shall execute an assignment and assumption agreement in form and substance which would be reasonably satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under this Agreement, the Note (or the Defeased Note, as applicable) and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (Ai) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions form and subject only substance and delivered by counsel which would be reasonably satisfactory to customary qualifications, assumptions and exceptions opininga prudent lender stating, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that this Agreement, the Note and (or the Defeased Note, as applicable), the Defeasance Security AgreementAgreement and the other Loan Documents, as so assigned and assumed, are enforceable against the Successor Borrower Borrower, and in the case of a Partial Defeasance, the Undefeased Note remains enforceable against Borrower, each 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, including, if required by Lender, a New Non-Consolidation Opinion from counsel to the Successor Borrower, and (Bii) pay all fees, costs and expenses incurred by Lender or its agents and Successor Borrower 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, and excluding any assumption fee which may otherwise be due pursuant to the other Loan Documents). Upon such assignment and assumption, Borrower and Guarantor shall be relieved of its obligations hereunder, under this Agreement and the Note (or the Defeased Note, under as applicable), the other Loan Documents and under the Defeasance Security AgreementAgreement first arising from and after the Defeasance Release Date, except as expressly set forth in the assignment and assumption agreement. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect , and with respect to the LoanGuarantor, except that Lender shall notify Borrower if for any REMIC Prohibition Period is in effect with respect to surviving obligations or liabilities under the Loan after receiving any notice described in Section 2.4(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition PeriodGuaranty and Environmental Indemnity.

Defeasance. (a) In the event that, prior to the Prepayment Date, Borrower exercises its option to defease the Loan in whole or in part pursuant to Section 2.06(b) or is obligated to make a mandatory defeasance pursuant to Section 2.07(a) or (b), Borrower shall defease the Loan in compliance with the following conditions precedent: (i) Notwithstanding any provisions the delivery by Borrower of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 30 days' prior written notice shall be given to Lender specifying (1) a date regularly scheduled Payment Date (the "Defeasance Date") on which the Defeasance Collateral (as hereinafter defined) Deposit is to be delivered made and (2) the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) principal amount to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or be defeased; (ii) the payment to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all Lender of Lender’s costs and expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all scheduled interest and principal payments due and unpaid on the Defeasance Date; (iii) the payment to Lender of all other sums due and payable under the Note, this Agreement the Mortgages and under the other Basic Documents; (iv) with respect to defeasance of the Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in part in connection with such release the Transfer of a Collateral Property pursuant to Section 2.07(a) only, satisfaction of the conditions contained in Section 2.07(a); (including, without limitation, reasonable legal fees and expenses for v) the review and preparation payment to Lender of the Defeasance Security Agreement (Deposit on the Defeasance Date, to be used by Lender to purchase U.S. Treasuries 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;below; and (Dvi) Borrower shall deliver the delivery to Lender on or prior to the Release Dateof: (1A) a pledge and security agreement, in form and substance reasonably satisfactory to a prudent institutional lenderLender, creating a first priority security interest in favor lien on the U.S. Treasuries purchased by Lender on behalf of Lender in Borrower with the Defeasance Collateral, as defined herein Deposit in accordance with this Section 2.09 (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; (2B) with respect to defeasance of the Loan in whole pursuant to Section 2.06(b), releases for each of the Collateral Properties from the Liens of the Security Documents (for execution by Lender) in forms appropriate for the jurisdiction in which each Collateral Property is located; (C) with respect to defeasance of the Loan in part in connection with a Transfer of a Collateral Property pursuant to Section 2.07(a), the releases described in Section 2.08(a) (ifor execution by Lender) direct nonin forms appropriate for the jurisdiction in which the applicable Collateral Property is located; (D) with respect to a defeasance of the Loan in part, 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; (E) evidence in writing from the applicable Rating Agencies to the effect that such release will not result in a reduction, withdrawal or re-callable obligations of, or guaranteed as qualification of the respective ratings in effect immediately prior to timely payment by, such defeasance for the United States of America or other obligations certificates issued in connection with the Securitization 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 then outstanding. If required by the applicable Rating Agencies rating Agencies, the Securities, other Borrower shall also deliver or cause to be delivered a non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of consolidation opinion with respect to the Code), that provide for payments prior and as close as possible successor borrower referred to (but in no event later thanSection 2.09(d) 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 Lender 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 interestsRating Agencies; (3F) a certificate of Borrower an Officer's Certificate certifying that all of the requirements set forth in this Section 2.4(b)(i) 2.09 have been satisfied; (4G) one or more opinions an opinion of counsel for Borrower that are customary in commercial lending transactions and subject only form satisfactory to customary qualifications, assumptions and exceptions opiningLender stating, among other things, that (i) Lender has a perfected first priority 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 U.S. Treasuries purchased by Lender on behalf 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 (6H) such other certificates, opinions, documents and or instruments as a prudent institutional lender Lender may reasonably require; and (E) request, including, without limitation, those reasonably required in connection with a Securitization. In connection with the event conditions set forth above, Borrower hereby appoints Lender as its agent and attorney-in-fact for the Loan is held by a REMIC Trustpurpose of using the Defeasance Deposit to purchase U.S. Treasuries which provide the Scheduled Defeasance Payments, and Lender has received written confirmation from any Rating Agency rating any Securities that substitution shall upon receipt of the Defeasance Collateral will not result Deposit purchase such U.S. Treasuries 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. Treasuries shall be made directly to the Administrative Agent and applied to satisfy the obligations of Borrower (or the successor borrower referred to in a downgradeSection 2.09(d)) under the Note or the Defeased Note, withdrawal, or qualification of as applicable and the ratings then assigned to any of the Securitiesother Basic Documents. (iib) Upon With respect to defeasance of the Loan in whole pursuant to Section 2.06(b), upon compliance with the requirements of this Section 2.4(b)(i)2.09, (i) the Property Collateral Properties shall be released from the lien Liens of the Mortgage Security Documents and (ii) the pledged U.S. Treasuries shall be the sole source of Collateral securing the Note. With respect to a defeasance of the Loan in part pursuant to Section 2.07, upon compliance with the requirements of this Section 2.09 the applicable Collateral Property or Properties shall be released pursuant to Section 2.08(a). (c) Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Treasuries required by this Section 2.09 or to satisfy the other Loan Documentsrequirements of this Section 2.09 shall be remitted to Borrower. (d) Borrower shall have the right to 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 Collateral shall constitute sole collateral which shall secure obligation to assume, the Note and all other obligations under the Loan DocumentsBasic Documents relating to the principal amount so defeased. The obligation of Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested to establish or designate a successor borrower shall be retained by Borrower to release Nomura Asset Capital Corporation notwithstanding the lien sale or transfer of the Mortgage this Agreement and the other Loan Documents from Note unless such obligation is specifically assumed by the Property. (iii) Upon the 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 Collateral, to a transferee. Such 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 borrower shall assume Borrower’s the obligations under the Note or the Defeased Note, as applicable, and the Defeasance Security Agreement. As conditions to such assignment Documents 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 such documents with respect thereto. The Borrower shall pay $1,000 to any such successor borrower as consideration for assuming the obligations under the Note or the Defeased Note, under as applicable, and the other Loan Documents and under the Defeasance Security Agreement, except as expressly set forth Documents. Notwithstanding anything in the assignment and assumption agreement. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect this Agreement to the Loancontrary, except that Lender no other assumption fee shall notify Borrower if any REMIC Prohibition Period is be payable upon a transfer of the Note in effect accordance with respect to the Loan after receiving any notice described in this Section 2.4(b)(i)(B2.09(d); provided, however, that the failure of Lender to so notify but Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Periodpay all costs and expenses incurred by Lender, including Lender's attorneys' fees and expenses, incurred in connection therewith.

Defeasance. If all Outstanding Certificates shall be paid and discharged in any one or more of the following ways: (ia) Notwithstanding any provisions of this Section 2.4 by well and truly paying or causing to be paid the principal with respect to and interest with respect to all Certificates Outstanding, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Installment Payment Fund, is fully sufficient to pay all Certificates Outstanding, including all principal and interest; (c) by irrevocably depositing with the Trustee or an escrow agent (on terms satisfactory to the contraryTrustee), includingin trust, without limitationcash or Defeasance Obligations in such amount as an independent nationally recognized certified public accountant shall determine in a written report delivered to the Trustee or escrow agent will, subsection together with the interest to accrue thereon and moneys then on deposit in the Installment Payment Fund, if required, together with the interest to accrue thereon, be fully sufficient to pay and discharge all Certificates (aincluding all principal and interest) at or before their respective maturity dates; or (d) by depositing with the Trustee, under an escrow deposit and trust agreement, security for the payment of Installment Payments as more particularly described in Section 9.05 of the Installment Sale Agreement, said security to be held by the Trustee, as agent for the District, and to be applied by the Trustee to Installment Payments representing the obligation of the District under the Installment Sale Agreement, as described in Section 9.05 of the Installment Sale Agreement; notwithstanding that any Certificates shall not have been surrendered for payment, all rights hereunder of the Owners of the Certificates and all obligations of the Corporation, the Trustee and the District under this Trust Agreement with respect to all Outstanding Certificates shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from Installment Payments paid by or on behalf of the District from deposits pursuant to paragraphs (b) through (d) of this Section 2.413.01, to the Owners of the Certificates not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to paragraphs (b) through (d) of this Section 13.01, the Certificates shall continue to represent direct, undivided and fractional interests of the Owners thereof in Installment Payments under the Installment Sale Agreement. Any funds held by the Trustee, at any the time other than prior to the expiration of one of the earlier of events described above in subsections (a) through (d) above, which are not required for the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) 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 payment to be delivered (the “Release Date”)made to Owners, such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) or for payments to cancel such notice by providing Lender with notice of cancellation ten (10) days prior be made to the scheduled Release Date, or Trustee by the District (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 including attorneys’ 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 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 including those allocated to such releasein-house counsel), shall be paid over to the District. Any funds held by the Trustee, at the time of one of the events described in paragraphs (a) or (b) of this Section 13.01, which are not required for the payment to be made to Owners, shall, after payment of all fees and expenses of the Trustee, including attorneys’ fees (including allocated costs of internal counsel), be paid over to the District. To accomplish defeasance, the District shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant (“Accountant”) verifying the sufficiency of the escrow established to pay the Certificates in full on the maturity or prior to the Release Date; redemption 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 AgreementVerification”), 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 Borroweran escrow deposit agreement, 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) an opinion of nationally recognized bond counsel to the release of effect that (A) 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 Certificates are no longer Outstanding and (ivB) the defeasance will not cause any REMIC Trust adversely affect the exclusion from gross income for federal income tax purposes of interest with respect to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form Certificates; each Verification 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 Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property defeasance opinion 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) Upon the 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 Collateral, 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 acceptable in form and substance satisfactory to a prudent institutional lender pursuant the District, and addressed, to which it shall assume Borrower’s obligations under the Note District and the Defeasance Security AgreementTrustee. 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 Certificates shall be relieved of its obligations hereunder, deemed Outstanding under this Trust Agreement unless and until they are in fact paid and retired or the Note, under the other Loan Documents and under the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreementabove criteria are met. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions This Mortgage and the grant of this Section 2.4 to a Lien in the contrary, including, without limitation, subsection Mortgaged Property shall terminate: (a) upon the payment in full in cash of this Section 2.4, at any time the Loans and all the other Loan Document Obligations (other than prior unasserted contingent and indemnification obligations), termination of all Commitments and Incremental Commitments and reduction of all exposure under any letters of credit issued under the Credit Agreement to zero (or the making of other arrangements satisfactory to the expiration of the earlier of (a) the REMIC Prohibition Period or issuers thereof), (b) forty-two upon a release of Mortgagor from its obligations under the Guarantee and Collateral Agreement upon the consummation of any transaction permitted by the Credit Agreement as a result of which Mortgagor ceases to be a Subsidiary, (42c) months after upon any sale or other transfer by Mortgagor of the Closing DateMortgaged Property that is permitted under the Credit Agreement, Borrower may cause (d) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Mortgaged Property from the lien pursuant to Section 12.10 of the Mortgage Credit Agreement, provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the other Loan Documents upon the satisfaction terms of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (B) such consent did 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 shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Dateprovide otherwise, or (iie) to extend as provided in Section 5.1 of the scheduled Release Date until the next Scheduled Payment Date; provided that Intercreditor Agreement, and in each case, Borrower shall pay all of Lender’s costs and expenses incurred as a result any of such cancellation or extension; events, Mortgagee, at Mortgagor’s request (C) all accrued and unpaid interest and all other sums due under which request shall be accompanied by 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 Security Agreement (as hereinafter defined) and of the other materials certificate 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)(167.13(d) of the Investment Company Act of 1940Guarantee and Collateral Agreement, if applicable) and expense, shall release the liens and security interests created by this Mortgage or (ii) reconvey the Mortgaged Property to the extent acceptable by the applicable Rating Agencies rating the Securities, Mortgagor. Mortgagee shall have no liability whatsoever to any 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, Secured Party as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities result of such institution) in order to perfect upon the delivery any release 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 any Mortgaged Property by it in accordance with its terms, (ii) or which Mortgagee 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 good faith believes 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 Securities. (ii) Upon compliance with the requirements 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) Upon the release of the Property in accordance with with) this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, 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 agreement9.7. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) Conditions to Defeasance. Provided no Event of this Section 2.4Default has occurred and is continuing, at any time other than prior to after the expiration of date which is the earlier of (aA) two (2) years after the REMIC Prohibition Period "startup day," within the meaning of Section 8600(a)(9) of the Code, of the final "real estate mortgage investment conduit," established within the meaning of Section 860D of the Code, that holds any note that evidences all or any portion of the Loan or (bB) forty-two three (423) months years after the Closing date hereof (the "Defeasance Lockout Expiration Date"), Borrower may cause the release of the Property (in whole but not in part) from the lien Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (Bi) not less than forty-five sixty (45) (but not more than ninety (90)60) days prior written notice shall be given to Lender specifying a date (the "Release 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 shall have the right (i) to 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 extensiondelivered; (Cii) all accrued and unpaid interest and all other sums due and payable under the Note, this Agreement Note and under the other Loan Documents up to the Release Date (together with, in the event such Release Date is not on a Monthly Payment Date, all interest that would have accrued on the Outstanding Principal Balance up to the next Monthly Payment Date), including, without limitation, all fees, costs and expenses incurred by Lender and or its agents in connection with such release (including, without limitation, reasonable legal the fees and expenses for incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance 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;; and (Diii) Borrower shall deliver to Lender on or prior to the Release Date: (1A) a pledge and security agreement, in form and substance satisfactory an amount equal 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”), that 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 is sufficient 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), purchase U.S. Obligations that provide for payments (1) on or prior and to, but as close as possible to (but in no event later than) and including, all successive Scheduled scheduled Monthly Payment Dates occurring after the Release Date through the Open Prepayment Date, with each such payment being and (2) in amounts equal to or greater than the amount Monthly Debt Service Payment Amount through and including the Open Prepayment Date together with payment in full 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 Outstanding Principal Balance as of the term hereof Open Prepayment Date (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 wholly satisfactory to a prudent institutional lender 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 create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3B) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the "Defeasance Security Agreement"), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Lender and applied by Lender in satisfaction of all amounts then due and payable hereunder and any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrower hereunder or under the Note shall be refunded to Borrower promptly after each Monthly Payment Date; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) 2.4.2 have been satisfied; (4D) one or more opinions an opinion of counsel for Borrower that are customary in commercial lending transactions form and subject only substance and delivered by counsel reasonably satisfactory to customary qualifications, assumptions and exceptions opiningLender in its sole discretion stating, among other things, that (i1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower (and Successor Borrower, as applicable) in accordance with its terms, ; and (ii2) 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 that any REMIC Trust that then holds the Note formed pursuant to a Securitization will not fail to maintain its status as a REMIC Trust and (iv) "real estate mortgage investment conduit" within the defeasance will not cause any REMIC Trust to be an “investment company” under meaning of Section 860D of the Investment Company Act Code as a result of 1940such defeasance; (5E) at Lender's request, a Rating Agency Confirmation from each applicable Rating Agency or each such Rating Agency as is required by Lender; (F) a certificate in form and scope from a firm of independent public accountants acceptable to a prudent institutional lender from an Acceptable Accountant Lender certifying that the Defeasance Collateral will generate amounts is sufficient to make all payments satisfy the provisions 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); andSection 2.4.2(a)(iii)(A) above; (6G) such other certificates, documents and or instruments as a prudent institutional lender Lender may reasonably require; and (EH) 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 Securities. (ii) Upon compliance with the requirements 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) Upon the 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 Collateral, 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 conditions set forth above in subsection (b)(i)(E) abovethis Section 2.4.2(a)(iii). Upon such assignment and assumption, Borrower shall be relieved hereby appoints Lender as its agent and attorney in fact for the purpose of its obligations hereunder, under using the Note, under the other Loan Documents and under amounts delivered pursuant to Section 2.4.2(a)(iii)(A) above to purchase the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreementCollateral. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the 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 Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.