Common use of Defeasance Clause in Contracts

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. Borrower shall not be permitted at any time to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, after the date which is two (Section Applies if 2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan is Assigned to REMIC Trust Prior (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the Cut-off Date).satisfaction of the following conditions precedent: (a) This Section 12 will apply in Any Full Defeasance or Partial Defeasance of the event this Note is assigned to Loan by Borrower shall be made on a REMIC trust prior to the Cut-off Payment Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust., (b) Section 5 Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of this a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan on the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Borrower prior to the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with Borrower’s giving of such notice and revocation, (c) Borrower shall have paid to Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including the Defeasance Release Date, (d) Borrower shall pay to Lender all reasonable out-of-pocket fees and expenses associated with the Full Defeasance or Partial Defeasance, as applicable (including, without limitation, fees of Rating Agencies and accountants, and fees incurred in connection with the delivery of opinion letters related to such Full Defeasance or Partial Defeasance, as applicable), reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due and payable under the Loan Documents, (e) Borrower shall either deposit with Lender an amount equal to the Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance Collateral. In connection with the foregoing, Borrower appoints Lender as Borrower’s agent for the purpose of applying the Defeasance Deposit to purchase the Defeasance Collateral, (f) Borrower shall execute and deliver to Lender all documents reasonably required by Lender (i) in the case of a Full Defeasance, to amend and restate the Note is amended by adding in a new paragraph at principal amount equal to the end then outstanding principal balance of the Section Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: If ▇▇▇▇▇▇▇▇ obtains (A) one promissory note in a principal amount equal to 125% of the Allocated Loan Amount of the Individual Property to be defeased (the “Defeased Note”); and (B) the other promissory note having a principal balance equal to the Allocated Loan Amounts of all Individual Properties (including the Individual Property being defeased) less the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have terms identical to the terms of the Note, except for the principal balance and a pro rata allocation of the Required Debt Service Payment. Neither a Full Defeased Note nor a Defeased Note may be the subject of any further defeasance; after a Partial Defeasance, all references herein and in the other Loan Documents to “Note” shall be deemed to mean the Undefeased Note, unless expressly provided otherwise, (g) Borrower shall deliver to Lender the following items: (i) a security agreement, in form and substance satisfying the Prudent Lender Standard, creating a first priority perfected Lien on the Defeasance Deposit and the Defeasance Collateral (the “Security Agreement”), (ii) for execution by Lender, a release of the Mortgaged each applicable Individual Property being defeased from the lien of the Security Instrument pursuant applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located, (iii) an Officer’s Certificate of Borrower certifying that the requirements set forth in this Section 2.10 have been satisfied including, without limitation, that no Event of Default has occurred and is continuing, (iv) an opinion of counsel in form and substance satisfying the Prudent Lender Standard stating, among other things, (A) that, the Defeasance Collateral has been duly and validly assigned and delivered to Section 11.12 Lender and Lender has a first priority perfected security interest in and Lien on the Defeasance Deposit and a first priority perfected security interest in and Lien on the Defeasance Collateral and the Proceeds thereof and (B) that the subject Partial Defeasance will not adversely affect the status of any REMIC formed in connection with a Secondary Market Transaction, and (v) such other certificates, documents or instruments as Lender may reasonably request including, without limitation, (A) written confirmation from the relevant Rating Agencies that such Partial Defeasance will not cause any Rating Agency to withdraw, qualify or downgrade the then-applicable rating on any security issued in connection with any Secondary Market Transaction and (B) a certificate from an Independent certified public accountant certifying that the Defeasance Collateral complies with all of the Loan Agreementrequirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Indebtedness will be secured by the Pledge Agreement and reference will be made Debt Service Coverage Ratio with respect to the Pledge Agreement for other rights of Lender as Undefeased Note shall be equal to collateral or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the Indebtedness.trailing twelve (12) months immediately prior to such Partial Defeasance, and (ci) Section 9 In the case of a Partial Defeasance, the RevPAR with respect to the Individual Properties securing the Undefeased Note shall be equal to or greater than (i) RevPAR with respect to all of the Individual Properties as of the Closing Date, and (ii) RevPAR with respect to all of the Individual Properties for the trailing twelve (12) months immediately prior to such Partial Defeasance, each as determined in accordance with the Prudent Lender Standard. Upon compliance with the requirements of this Note Section 2.10, the Individual Property which is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release subject of the Mortgaged Property such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable Mortgage, and shall thereafter no longer be subject to restrictions on transfer set forth herein. In connection with a defeasance of the Loan, Borrower shall assign to an entity, which entity which shall be a Special-Purpose Entity (the “Successor Obligor”), all of Borrower’s obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security Instrument pursuant Agreement, together with the pledged Defeasance Collateral. The Successor Obligor shall assume, in a writing or writings satisfying the Prudent Lender Standard, all of Borrower’s obligations under the Full Defeased Note or the Defeased Note, as the case may be, the other Loan Documents and the Security Agreement and, upon such assignment, Borrower shall, except as set forth herein, be relieved of its obligations hereunder. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition to Section 11.12 such defeasance, such additional legal opinions from Borrower’s or Successor Obligor’s counsel as Lender reasonably deems necessary to confirm the valid creation and authority of the Successor Borrower (including a non-consolidation opinion), the assignment and assumption of the Loan, the Security Agreement and the Defeasance Collateral between Borrower and Successor Borrower, and the enforceability of the assignment documents and of the Loan AgreementDocuments as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Indebtedness or for Loan, the performance of any other obligations of Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower under this Note or the Pledge Agreement (other than from any liability or obligation relating to any environmental matters arising under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date5.1(F), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will shall apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will shall be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trustDate. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section thereof as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 44 of the Loan AgreementSecurity Instrument, the Indebtedness will shall be secured by the Pledge Agreement and reference will shall be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 44 of the Loan AgreementSecurity Instrument, Borrower will shall have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 18 of the Loan Agreement Security Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will shall be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ Lender under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection thereof as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 44 of the Loan AgreementSecurity Instrument, all Notices, demands and other communications required or permitted to be given pursuant to this Note will shall be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). (a) . This Section 12 11.12 will apply in only if the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. This If both of these conditions are met, then, subject to Section 12 11.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (bii) Section 5 of this Note is amended by adding a new paragraph at During the end Lockout Period. (iii) After the expiration of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Period. (iv) After Lender has accelerated the maturity of the Mortgaged Property from unpaid principal balance of, accrued interest on, and other amounts payable under, the lien of the Security Instrument Note pursuant to Section 11.12 11 of the Loan AgreementNote. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which Lender receives the Defeasance Notice. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made to notify Borrower of the Pledge Agreement for other rights identity of Lender as to collateral for the Indebtednessaccommodation borrower (“Successor Borrower”). (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the end thereof as follows: Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement11.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness11. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). (a) . This Section 12 11.12 will apply in only if the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. This If both of these conditions are met, subject to Section 12 11.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (bii) Section 5 of this Note is amended by adding a new paragraph at During the end Lockout Period. (iii) After the expiration of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Period. (iv) After Lender has accelerated the maturity of the Mortgaged Property from unpaid principal balance of, accrued interest on, and other amounts payable under, the lien of the Security Instrument Note pursuant to Section 11.12 11 of the Loan AgreementNote. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which Lender receives the Defeasance Notice. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made to notify Borrower of the Pledge Agreement for other rights identity of Lender as to collateral for the Indebtednessaccommodation borrower (“Successor Borrower”). (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the end thereof as follows: Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement11.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness11. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the event this Note is assigned to a REMIC trust right at any time after the Release Date and prior to the Cut-off Maturity Date to voluntarily defease the entire Loan and obtain a release of the lien of the Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total Defeasance Event”), subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days notice (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “Total Defeasance Date. This ”) on which the Total Defeasance Event is to occur; (ii) Unless otherwise agreed to in writing by Lender, Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the Loan to and including the Total Defeasance Date (provided, that, if such Total Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of principal and interest due on the Loan to and including the next occurring Monthly Payment Date); (B) all other sums, if any, due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Total Defeasance Date (or, if the Total Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Total Defeasance Event, the release of the lien of Security Instrument on the Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note or the Total Defeasance Event; (iii) Borrower shall deposit the Total Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 12 2.8(d) hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Total Defeasance Collateral; (v) Borrower shall deliver to Lender (i) an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Total Defeasance Collateral; (B) the Total Defeasance Event will be not result in a deemed exchange for purposes of no effect if this the IRS Code and will not adversely affect the status of the Note is assigned as indebtedness for federal income tax purposes; and (C) delivery of the Total Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; and (ii) a REMIC trust on Opinion with respect to the Total Defeasance Event; (vi) If required by Lender, Borrower shall deliver to Lender a Rating Agency Confirmation as to the Total Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (viii) Borrower shall deliver a certificate of a nationally recognized public accounting firm or after any other firm acceptable to Lender certifying that the Cut-off Date Total Defeasance Collateral will generate monthly amounts equal to or if this Note is not assigned to a REMIC trustgreater than the Scheduled Defeasance Payments; and (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request. (b) Section 5 If Borrower has elected to defease the entire Loan and the requirements of this Note is amended by adding a new paragraph at Section 2.8 have been satisfied, the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property shall be released from the lien of the Security Instrument and the Total Defeasance Collateral pledged pursuant to Section 11.12 the Security Agreement shall be the sole source of collateral securing the Loan. In connection with the release of the lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the Total Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Except as set forth in this Article 2, no repayment, prepayment or defeasance of all or any portion of the Loan Agreementshall cause, give rise to a right to require, or otherwise result in, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the IndebtednessInstrument. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). (a) . This Section 12 11.12 will apply in only if the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. This If both of these conditions are met, then, subject to Section 12 11.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After ▇▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Section 5 of this Note is amended Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by adding a new paragraph at Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the end date on which ▇▇▇▇▇▇ receives the Defeasance Notice. ▇▇▇▇▇▇ will acknowledge receipt of the Section as follows: Defeasance Notice and will notify Borrower of the identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument ▇’s right to obtain Defeasance pursuant to Section 11.12 of the Loan Agreement, the Indebtedness that Defeasance Notice will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtednessterminate. (ci) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement11.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness11. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. Borrower shall not be permitted at any time to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, after the date which is two (Section Applies if 2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan is Assigned to REMIC Trust Prior (a "Full Defeasance") or a portion of the Loan (a "Partial Defeasance"), in either case, subject to the Cut-off Date).satisfaction of the following conditions precedent: (a) This Section 12 will apply in Any Full Defeasance or Partial Defeasance of the event this Note is assigned to Loan by Borrower shall be made on a REMIC trust prior to the Cut-off Payment Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust., (b) Section 5 Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the "Defeasance Release Date") on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of this Note is amended by adding a new paragraph at Partial Defeasance, the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Individual Property from the lien of the Security Instrument pursuant proposed to Section 11.12 of be defeased; provided, that, Borrower shall be required to defease the Loan Agreement, on the Indebtedness will be secured Defeasance Release Date specified in such notice unless such notice is revoked in writing by the Pledge Agreement and reference will be made Borrower prior to the Pledge Agreement such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for other rights any reasonable costs incurred by Lender in connection with Borrower's giving of Lender as to collateral for the Indebtedness.such notice and revocation, (c) Section 9 Borrower shall have paid to Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including the Defeasance Release Date, (d) Borrower shall pay to Lender all reasonable out-of-pocket fees and expenses associated with the Full Defeasance or Partial Defeasance, as applicable (including, without limitation, fees of this Rating Agencies and accountants, and fees incurred in connection with the delivery of opinion letters related to such Full Defeasance or Partial Defeasance, as applicable), reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due and payable under the Loan Documents, (e) Borrower shall either deposit with Lender an amount equal to the Defeasance Deposit, or, at Lender's request, deliver to Lender the Defeasance Collateral. In connection with the foregoing, Borrower appoints Lender as Borrower's agent for the purpose of applying the Defeasance Deposit to purchase the Defeasance Collateral, (f) Borrower shall execute and deliver to Lender all documents reasonably required by Lender (i) in the case of a Full Defeasance, to amend and restate the Note is amended by adding in a new paragraph at principal amount equal to the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 then outstanding principal balance of the Loan Agreement, Borrower will have no personal liability under this Note or (the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date"Full Defeased Note"), and ▇▇▇▇▇▇’s only recourse for (ii) in the satisfaction case of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies a Partial Defeasance, to issue two substitute notes as (A) one promissory note in a principal amount equal to, (1) with respect to the collateral held by ▇▇▇▇▇▇ under Partial Defeasance of Individual Properties representing, in the Pledge Agreement as security aggregate, the first 25% (based upon applicable Allocated Loan Amounts) to be defeased hereunder during the term of the Loan, 100% of the Allocated Loan Amount of the Individual Property to be defeased, and (2) otherwise, 125% of the Allocated Loan Amount of the Individual Property to be defeased (the "Defeased Note"); and (B) the other promissory note having a principal balance equal to the Allocated Loan Amounts of all Individual Properties (including the Individual Property being defeased) less the amount of the Defeased Note (the "Undefeased Note"). The Defeased Note and the Undefeased Note shall have terms identical to the terms of the Note, except for the Indebtedness. (d) Section 21(a) principal balance and a pro rata allocation of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.the

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 11.13 will apply in only if (i) Section 1.07 of this Loan Agreement provides for Defeasance and (ii) the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This . (b) If the conditions specified in Section 12 11.13(a) are met, then subject to Sections 11.13(b)(i) and 11.13(b)(iii), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (i) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (A) If the Loan is not assigned to a REMIC trust. (bB) Section 5 of this Note is amended by adding a new paragraph at During the end Lockout Period. (C) After the expiration of the Defeasance Period. (D) After ▇▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Note Section as follows: 5(f). (ii) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which ▇▇▇▇▇▇ receives the Defeasance Notice. ▇▇▇▇▇▇ will acknowledge receipt of the Defeasance Notice and will notify Borrower of the identity of the accommodation borrower (“Successor Borrower”). (iii) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of the Defeasance. If Lender does not timely receive the Defeasance Fee, then ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument ▇’s right to obtain Defeasance pursuant to Section 11.12 of the Loan Agreement, the Indebtedness that Defeasance Notice will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtednessterminate. (cA) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section 11.13, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement11.13(b)(iii)(B), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.Section

Defeasance. (i) Notwithstanding, any other provision of this Section Applies if Loan is Assigned to REMIC Trust Prior 2.4 to the Cut-off Date). contrary, including, without limitation, subsection (a) This of this Section 12 2.4, at any time other than during a REMIC Prohibition Period, Borrower may (1) voluntarily defease in whole the Note and obtain releases from the Liens of the Mortgages of all of the Properties or (2) partially defease the Note and obtain a release from the 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 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 (a "DEFEASANCE EVENT"): (A) Borrower shall give Lender not less than sixty (60) (but not more than ninety (90)) days prior written notice, specifying (i) the date (the "DEFEASANCE DATE") on which the Defeasance Collateral is to be delivered, such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (1) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Defeasance Date, or (2) to extend the scheduled Defeasance 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, (ii) the principal amount of the Loan to be defeased and (iii) the Individual Property to be released; (B) All accrued and unpaid interest and other sums due under this Agreement, the Note and under the other Loan Documents up to the Defeasance Date, including, without limitation, all reasonable costs and expenses incurred by Lender or its agents in connection with such partial release (including, without limitation, any legal fees and expenses incurred in connection with obtaining and reviewing the Defeasance Collateral and the preparation of the Defeased Note, the Undefeased Note, the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the 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 Defeasance Date: (1) a pledge and security agreement, in form and substance which would be satisfactory to a prudent lender, 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 excess received by Lender from the Defeasance Collateral over the amounts payable under 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 Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) direct non-callable obligations 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, to the extent the applicable Rating Agencies rating the Securities have confirmed in writing will apply not cause a downgrade, withdrawal or qualification of the initial, or, if higher, then applicable ratings of the Securities (the "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 and principal payments are required under the Note, 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 the Defeased Note, as applicable (including without limitation scheduled payments of principal, interest and the charges of the Rating Agencies) and assuming such the Note or the Defeased Note, as applicable, is paid in full on the Maturity Date, 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 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 have been satisfied in all material respects; (4) one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be satisfactory to a 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 this Note is assigned of a bankruptcy proceeding or similar occurrence with respect to a REMIC trust prior to Borrower, none of the Cut-off Date. This Section 12 Defeasance Collateral nor any proceeds thereof will be property of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Borrower's estate under Section 5 of this Note is amended by adding a new paragraph at the end 541 of the Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section as follows: If ▇▇▇▇▇▇▇▇ obtains a 547 of the Bankruptcy Code or applicable state law, (iii) the release of the Mortgaged Property from the lien Lien of the Security Instrument pursuant 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 Section 11.12 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 Loan AgreementDefeasance Collateral will not result in a downgrade, withdrawal or qualification of the Indebtedness ratings then assigned to any of the Securities; (6) a certificate in form and scope acceptable to 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 due under the Note or the Defeased Note, as applicable (including the scheduled outstanding principal balance of the 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 Pledge Agreement and reference will be made to the Pledge Agreement for Mortgages; and (8) such other rights of certificates, opinions, documents or instruments as Lender as to collateral for the Indebtednessmay reasonably require. (cii) Section 9 of this Upon a defeasance in accordance with Section, Borrower shall, at Lender's sole and absolute discretion, assign all its obligations and rights under the Defeased Note is amended to a special-purpose bankruptcy-remote entity ("SUCCESSOR BORROWER") to be formed by adding a new paragraph Borrower at its sole cost and expense. In connection therewith, the end thereof as follows: If Successor Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to Section 11.12 of which it shall assume Borrower's obligations under the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for Defeased Note, as applicable, and the repayment Defeasance Security Agreement. The sole asset of Successor Borrower shall be the Indebtedness or for Defeasance Collateral. In connection with such assignment and assumption, Borrower and/or Successor Borrower shall: (A) deliver to Lender an opinion of counsel in form and substance (but subject to customary qualifications and limitations) and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and Successor Borrower, as applicable, in accordance with its terms and that the performance of any other obligations of Borrower under this Note or the Pledge Defeased Note, as applicable, and the Defeasance Security Agreement (and any other than any liability under Section 6.12 or Section 10.02 documents executed in connection with such defeasance are enforceable against Successor Borrower, and, in the event only a portion of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding the subject of a new paragraph at Defeasance Event, the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan AgreementUndefeased Note remains enforceable against Borrower, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given each in accordance with their respective terms, and (B) pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable attorneys' fees, costs and disbursements). Upon an assumption by Successor Borrower acceptable to Lender, (i) Borrower shall be relieved of its obligations under the Pledge AgreementNote 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 for matters occurring following the partial defeasance.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). (a) . This Section 12 11.12 will apply in only if the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. This If both of these conditions are met, then, subject to Section 12 11.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (bii) Section 5 of this Note is amended by adding a new paragraph at During the end Lockout Period. (iii) After the expiration of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Period. (iv) After Lender has accelerated the maturity of the Mortgaged Property from unpaid principal balance of, accrued interest on, and other amounts payable under, the lien of the Security Instrument Note pursuant to Section 11.12 11 of the Loan AgreementNote. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which Lender receives the Defeasance Notice. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made to notify Borrower of the Pledge Agreement for other rights identity of Lender as to collateral for the Indebtednessaccommodation borrower (“Successor Borrower”). (c) Section 9 The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of this Note is amended by adding a new paragraph at the end thereof as follows: Defeasance. If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section 11.12, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement11.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness11. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. Borrower shall not be permitted at any time to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, after the date which is two (Section Applies if 2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan is Assigned to REMIC Trust Prior (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the Cut-off Date).satisfaction of the following conditions precedent: (a) This Section 12 will apply in Any Full Defeasance or Partial Defeasance of the event this Note is assigned to Loan by Borrower shall be made on a REMIC trust prior to the Cut-off Payment Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust., (b) Section 5 Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of this Note is amended by adding a new paragraph at Partial Defeasance, the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Individual Property from the lien of the Security Instrument pursuant proposed to Section 11.12 of be defeased; provided, that, Borrower shall be required to defease the Loan Agreement, on the Indebtedness will be secured Defeasance Release Date specified in such notice unless such notice is revoked in writing by the Pledge Agreement and reference will be made Borrower prior to the Pledge Agreement such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for other rights any reasonable costs incurred by Lender in connection with Borrower’s giving of Lender as to collateral for the Indebtedness.such notice and revocation, (c) Section 9 of this Note is amended by adding a new paragraph at Borrower shall have paid to Lender all principal and interest accrued and unpaid on the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant Principal Indebtedness to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to and including the Defeasance Closing Release Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness., (d) Section 21(aBorrower shall pay to Lender all reasonable out-of-pocket fees and expenses associated with the Full Defeasance or Partial Defeasance, as applicable (including, without limitation, fees of Rating Agencies and accountants, and fees incurred in connection with the delivery of opinion letters related to such Full Defeasance or Partial Defeasance, as applicable), reasonable fees and out-of-pocket costs of any loan servicer (if any) of this Note is amended by adding a new paragraph at in connection with the end of that subsection Full Defeasance or Partial Defeasance, as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of applicable, and all other sums then due and payable under the Loan AgreementDocuments, (e) Borrower shall either deposit with Lender an amount equal to the Defeasance Deposit, all Noticesor, demands and other communications required or permitted at Lender’s request, deliver to be given pursuant to this Note will be given in accordance Lender the Defeasance Collateral. In connection with the Pledge Agreement.foregoing, Borrower appoints Lender as Borrower’s agent for the purpose of applying the Defeasance Deposit to purchase the Defeasance Collateral,

Defeasance. (Section Applies a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the right at any time after the Release Date to voluntarily defease the entire Loan and obtain a release of the lien of the Mortgage by providing Lender with the Defeasance Collateral (hereinafter, a "Defeasance Event") upon satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days notice (or such shorter period of time permitted by Lender in its sole discretion) specifying a date (the "Defeasance Date") on which the Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Defeasance Date and (B) all other sums then due and payable under the Note, this Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Sections 2.5.2 and 2.5.3 hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) Borrower shall deliver to Lender opinions of counsel for Borrower that are standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral, (B) if Loan is Assigned to a Securitization has occurred, the REMIC Trust Prior formed pursuant to such Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of a Defeasance Event pursuant to this Section 2.5.1, (C) the Defeasance Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes, (D) delivery of the Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law and (E) a non-consolidation opinion with respect to the Cut-off Date).Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Event; (vii) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this Section 2.5.1 (a) This Section 12 have been satisfied; (viii) Borrower shall deliver a certificate of a "big five" or other nationally recognized public accounting firm acceptable to Lender certifying that the Defeasance Collateral will apply generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as the Rating Agencies may require; and (x) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the event this Note is assigned to a REMIC trust prior to the CutDefeasance Event, including Lender's reasonable out-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cutof-off Date or if this Note is not assigned to a REMIC trustpocket attorneys' fees and expenses and Rating Agency fees and expenses. (b) Section 5 If Borrower has elected to defease the Note and the requirements of this Note is amended by adding a new paragraph at Section 2.5.1 have been satisfied, the end Property shall be released from the Lien of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a Mortgage and the Defeasance Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the Mortgaged Property from Lien of the Mortgage, Borrower shall submit to Lender, not less than thirty (30) days prior to the Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), an assignment or release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in New York, New York and that contains standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer's Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage, including Lender's reasonable out-of-pocket attorneys' fees. Except as set forth in Section 2.4 and this Section 2.5, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of the Security Instrument pursuant to Section 11.12 of Mortgage on the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessProperty. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in Provided no Event of Default shall have occurred and remain uncured, following the event this Note is assigned to a REMIC trust Defeasance Lockout Release Date and prior to the Cut-off Open Period Start Date (i) Borrower shall have the right to voluntarily defease the entire Loan and obtain a release of the lien of the Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total Defeasance Event”) or (ii) Borrower shall have the right to defease a portion of the Loan subject to, and in accordance with, this Section 2.8 and Section 2.9 hereof (hereinafter, a “Partial Defeasance Event”), in each case, subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days’ notice (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days’ notice specifying (A) a date (the “Defeasance Date”) on which the Defeasance Event is to occur and (B) the principal amount of the Loan to be defeased (which shall be in the amount of the Release Amount in connection of a Partial Defeasance Event); (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; (B) all other sums, if any, then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Defeasance Date; (C) all escrow, closing, recording, legal, appraisal, Rating Agency and other actual, reasonable fees, costs and expenses paid or incurred by Lender or its agents in connection with the Defeasance Event, the release of the lien of Security Instrument on the Property in connection with a Total Defeasance Event (or the Release Property in connection with a Partial Defeasance Event), 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 and/or the Defeasance Event; (iii) In the case of a Partial 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, which Defeased Note shall be in an amount exactly equal to the Release Amount, and the other (the “Undefeased Note”) having a principal balance equal to the undefeased portion of the original Note as of the Defeasance Date. This The Defeased Note and the Undefeased Note shall have identical terms as the original Note, except for the principal balance, and provided that the Monthly Debt Service Payment Amount shall be apportioned ratably amongst the Defeased Note and the Undefeased Note, and the Defeased Note or Defeased Notes and the Undefeased Note or Undefeased Notes shall be cross-defaulted with each other. A Defeased Note cannot be the subject of any further Defeasance Event. An Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms of this Section 12 2.8; (iv) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 2.8(d) hereof; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Total Defeasance Collateral; (B) if a Securitization has occurred (1) the REMIC Trust formed pursuant to such Securitization and/or any subsequent or prior Securitization of the Loan or any portion thereof or interest therein will each not fail to maintain their respective status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code as a result of a Total Defeasance Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would neither (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.860G02(b)(2) nor (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of no effect if Section 860G(a)(3)(A) of the IRS Code; and (C) a New Non-Consolidation Opinion with respect to the Successor Borrower; (vii) 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 Note is assigned Section 2.8 have been satisfied; (ix) Borrower shall deliver a certificate of a “big four” or other public accounting firm reasonably acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments (or with respect to a REMIC trust on Partial Defeasance Event, the Partial Defeasance Scheduled Defeasance Payments); (x) Borrower shall deliver such other customary certificates, opinions, documents and instruments as Lender may reasonably request; and (xi) Borrower shall pay all actual, reasonable costs and expenses of Lender incurred in connection with the Total Defeasance Event or after the Cut-off Date or if this Note is not assigned to a REMIC trustPartial Defeasance Event, as applicable, including, without limitation, Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) Section 5 If Borrower has elected to defease the entire Note and the requirements of this Note is amended by adding a new paragraph at Section 2.8 have been satisfied, the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property shall be released from the lien of the Security Instrument Instrument, the Total Defeasance Collateral pledged pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 Agreement shall be the sole source of collateral securing the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date)Note, and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect Lender shall return to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.unapplied

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). (a) . This Section 12 11.12 will apply in only if the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. This If both of these conditions are met, then, subject to Section 12 11.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After ▇▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Section 5 of this Note is amended Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by adding a new paragraph at Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the end date on which ▇▇▇▇▇▇ receives the Defeasance Notice. ▇▇▇▇▇▇ will acknowledge receipt of the Section as follows: Defeasance Notice and will notify Borrower of the identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument ▇’s right to obtain Defeasance pursuant to Section 11.12 of the Loan Agreement, the Indebtedness that Defeasance Notice will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtednessterminate. (ci) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section 11.12, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement11.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness11. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in At any time subsequent to the event this Note is assigned to a REMIC trust Lockout Period and prior to the Cut-off Anticipated Repayment Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end , provided that all of the conditions set forth in Section as follows: If ▇▇▇▇▇▇▇▇ obtains 9.1(b) are complied with, Lender hereby agrees that Borrower shall have the right to obtain a release of the Mortgaged Property from the lien Lien of the Security Instrument and the other Loan Documents (other than the Defeasance Note and the Lien of the Defeasance Security Agreement on the property secured thereby) on the Property upon at least thirty (30) days' prior written notice upon satisfaction of the following (such release, after satisfaction of the other provisions of this Section 9.1(a), 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 on a Business Day), payable to Lender on the same remaining payment terms as the Note; (ii) the execution and delivery of a security agreement (the "Defeasance Security Agreement"), in form and substance reasonably acceptable to Lender, dated as of the date of the Defeasance (which must be on a Business Day), in favor of Lender, pursuant to Section 11.12 of which Lender is granted a perfected first priority security interest in the Loan Agreement, Defeasance Collateral to secure the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness.Defeasance Note; (ciii) Section 9 the execution and delivery of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument appropriate and reasonable agreements and/or instruments, each in form and substance reasonably acceptable to Lender, pursuant to Section 11.12 of which the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations and liabilities of Borrower under this the Defeasance Note or and the Pledge Defeasance Security Agreement are assumed by a new entity (other than any liability under Section 6.12 or Section 10.02 the "Substitute Borrower") which satisfies all of the Loan Agreement for events that occur prior to Single Purpose Entity requirements; (iv) the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), execution and ▇▇▇▇▇▇’s only recourse for the satisfaction delivery by Borrower of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) release documents referenced in Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.9.1

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This At any time during the period commencing on (i) the first Business Day after the date that is the earlier of (A) two (2) years after the "startup day," within the meaning of Section 12 860G(a)(9) of the Code, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code (a "REMIC"), that holds the Mortgage Note and (B) three (3) years after the Closing Date, and ending on (ii) the Anticipated Repayment Date (such period being sometimes referred to herein as the "DEFEASANCE PERIOD"), and provided no Event of Default has occurred and is continuing (other than an Event of Default that will apply be cured by the release of a Mortgaged Property or Mortgaged Properties from the Lien of the Security Documents pursuant to the provisions of SECTION 7.1.3 hereof), Borrower may voluntarily defease all or any portion of the Loan by providing Lender with the Defeasance Deposit (hereinafter, a "DEFEASANCE EVENT"). Each Defeasance Event by the Borrower shall be subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide not less than twenty (20) days prior written notice to Lender specifying a regularly scheduled payment date (the "DEFEASANCE DATE") on which the Defeasance Event is to occur. Such notice shall indicate the principal amount of the Mortgage Note to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Mortgage Note to but not including the Defeasance Date. If for any reason the Defeasance Date is not a regularly scheduled payment date, the Borrower shall also pay interest that would have accrued on the Mortgage Note through the next regularly scheduled payment date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, due under the Mortgage Note, this Agreement, the Mortgage, and the other Loan Documents; (iv) Borrower shall pay to Lender the required Defeasance Deposit for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the defeased portion of the original Note (the "DEFEASED NOTE") and the other note having a principal balance equal to the undefeased portion of the Note (the "UNDEFEASED NOTE"). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance. A Defeased Note cannot be the subject of any further Defeasance Event; (vi) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this provision of this SECTION 2.5 (the "DEFEASANCE SECURITY AGREEMENT"); (vii) Borrower shall deliver an opinion of counsel for Borrower in form satisfactory to Lender in its sole discretion stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Mortgage Note or Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the event this Defeasance Deposit and the U.S. Obligations delivered by Borrower, that such Defeasance will not adversely affect the status of the entity holding the interest in the Mortgage Note is assigned to as a REMIC trust prior (assuming for such purpose that such entity otherwise qualifies as a REMIC) and that such Defeasance will not result in a deemed exchange of the Certificates pursuant to Section 1001 of the Code; (viii) Borrower shall deliver a Rating Comfort Letter from the Rating Agencies in connection with the Defeasance Event. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a Substantive Non-Consolidation Opinion with respect to the Cut-off Date. This Section 12 Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this SECTION 2.5(a) have been satisfied; (x) Borrower shall deliver to Lender a certificate of Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit will be generate monthly amounts equal to or greater than the required Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of no effect if this Note is assigned to Lender incurred in connection with the Defeasance Event, including any costs and expenses associated with a REMIC trust on release of the Lien of the Mortgage as provided in SECTION 2.8 hereof or after the Cut-off Date or if this Note is not assigned to a REMIC trustSECTION 2.9 hereof, as applicable, as well as reasonable attorneys' fees and expenses. (b) Section 5 In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of this Note is amended by adding using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive Due Dates after the Defeasance Date upon which interest payments are required under the Mortgage Note, in the case of a new paragraph at Defeasance Event for the end entire outstanding principal balance of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains Loan, or the Defeased Note, in the case of a release Defeasance Event for only a portion of the Mortgaged Property from the lien outstanding principal balance of the Security Instrument pursuant to Section 11.12 of the Loan AgreementLoan, the Indebtedness will be secured by the Pledge Agreement as applicable, and reference will be made in amounts equal to the Pledge Agreement for other rights of Lender as to collateral for scheduled payments due on such Due Dates under the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Mortgage Note or the Pledge Defeased Note, as applicable, and assuming such Mortgage Note or Defeased Note is paid in full on the Anticipated Repayment Date (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Defeasance Security Agreement for or other appropriate document, shall authorize and direct that the repayment of payments received from the Indebtedness or for U.S. Obligations may be made directly to the performance of any other Cash Collateral Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under this the Mortgage Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing DateDefeased Note, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessapplicable. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in The Issuer may, at its option and at any time, elect to have all of its obligations and the event this Note is assigned to a REMIC trust prior obligations of the Subsidiary Guarantors discharged with respect to the Cut-off Date. This outstanding Notes issued under this Indenture, the Guarantees and the Security Documents (“Legal Defeasance”) except for: (i) the rights of Holders of outstanding Notes issued thereunder to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below; (ii) the Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust8.02. (b) The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17 and clause (iv) of Section 5 5.01 of this Note is amended Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. The Issuer may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. In the event the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by adding a new paragraph at exercising its Legal Defeasance option or its Covenant Defeasance option, the end obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Legal Defeasance option, payment of the Section as follows: Notes so defeased may not be accelerated because of an Event of Default. If ▇▇▇▇▇▇▇▇ obtains a release the Issuer exercises its Covenant Defeasance option, payment of the Mortgaged Property from the lien Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c) (other than with respect to Article 5 (except for clause (iv) thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(h) or 6.01(i). Upon satisfaction of the Security Instrument pursuant to Section 11.12 conditions set forth herein and upon request of the Loan AgreementIssuer, the Indebtedness will be secured by Trustee shall acknowledge in writing the Pledge Agreement and reference will be made to discharge of those obligations that the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessIssuer terminates. (c) Section 9 of Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Note is amended by adding a new paragraph at Article 8 shall survive until the end thereof as follows: If Borrower obtains a release of Notes have been paid in full. Thereafter, the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan AgreementIssuer’s obligations in Sections 7.07, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), 8.06 and ▇▇▇▇▇▇’s only recourse for the 8.07 shall survive such satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessdischarge. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) . This Section 12 will 44 shall apply in the event this the Note is assigned to a REMIC trust prior to the Cut-off Date. This , and, subject to Section 12 will be of no effect if this Note is assigned 44(a) and (c) below, Borrower shall have the right to a REMIC trust on or after defease the Cut-off Date or if this Note is not assigned to a REMIC trust. Loan in whole (b“Defeasance”) Section 5 of this Note is amended by adding a new paragraph at and obtain the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of this Instrument upon the Security Instrument satisfaction of the following conditions: (a) Borrower shall not have the right to obtain Defeasance at any of the following times: (i) if the Loan is not assigned to a REMIC trust; (ii) during the Lockout Period (as defined in the Note); (iii) after the expiration of the Defeasance Period (as defined in the Note); or (iv) after Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11.12 6 of the Loan AgreementNote. (b) Borrower shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which the Defeasance Notice is received by Lender. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSuccessor Borrower. (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (the end thereof as follows: “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice shall terminate. (i) If Borrower obtains a timely pays the Defeasance Fee, but Borrower fails to perform its other obligations hereunder, Lender shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 44(d)(ii), Borrower shall be released from all further obligations under this Section 44. Borrower acknowledges that Lender will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the Security Instrument executed Defeasance Notice. Borrower agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Instrument, of the damages Lender will incur by reason of Borrower’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, Borrower agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by Lender in reliance on the executed Defeasance Notice, within 5 Business Days after Borrower receives a written demand for payment, accompanied by a statement, in reasonable detail, of Lender’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 11.12 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Loan AgreementDefeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for Borrower, Borrower will have no personal liability under this Note or in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the repayment effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender and to any Rating Agencies then providing ongoing ratings with respect to any Securitization, with regard to nonconsolidation of the Indebtedness assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by Lender, an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or for replaced from time to time), (2) the performance qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) unless waived by Lender, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (viii) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender; (ix) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower and any other obligations guarantor (in each case, subject to satisfaction of Borrower under this Note or all requirements hereunder) shall be relieved from liability in connection with the Pledge Agreement Loan (other than any liability under Section 6.12 or Section 10.02 18 of the Loan Agreement this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), ) and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness.Successor Borrower shall assume all remaining obligations; (dx) Section 21(a) Forms of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a all documents necessary to release of the Mortgaged Property from the lien liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xi) such other opinions, certificates, documents or instruments as Lender may reasonably request. (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by Borrower, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Security Scheduled Debt Payments. Unless otherwise agreed in writing by Lender, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument pursuant and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to Section 11.12 the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor Borrower’s assumption of Borrower’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the review and preparation of the Pledge AgreementAgreement and of the other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); reasonable Attorneys’ Fees and Costs; and a processing fee to cover Lender’s administrative costs to process Borrower’s Defeasance request. Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates will be incurred.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) . This Section 12 will 44 shall apply in the event this the Note is assigned to a REMIC trust prior to the Cut-off Date. This , and, subject to Section 12 will be of no effect if this Note is assigned 44(a) and (c) below, Borrower shall have the right to a REMIC trust on or after defease the Cut-off Date or if this Note is not assigned to a REMIC trust. Loan in whole (b“Defeasance”) Section 5 of this Note is amended by adding a new paragraph at and obtain the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of this Instrument upon the Security Instrument satisfaction of the following conditions: (a) Borrower shall not have the right to obtain Defeasance at any of the following times: (i) if the Loan is not assigned to a REMIC trust; (ii) during the Lockout Period (as defined in the Note); (iii) after the expiration of the Defeasance Period (as defined in the Note); or (iv) after ▇▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11.12 6 of the Loan AgreementNote. (b) Borrower shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which the Defeasance Notice is received by Lender. ▇▇▇▇▇▇ will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSuccessor Borrower. (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (the end thereof as follows: “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice shall terminate. (i) If Borrower obtains a timely pays the Defeasance Fee, but Borrower fails to perform its other obligations hereunder, ▇▇▇▇▇▇ shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 44(d)(ii), Borrower shall be released from all further obligations under this Section 44. Borrower acknowledges that ▇▇▇▇▇▇ will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the Security Instrument executed Defeasance Notice. ▇▇▇▇▇▇▇▇ agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Instrument, of the damages Lender will incur by reason of ▇▇▇▇▇▇▇▇’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, ▇▇▇▇▇▇▇▇ agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by ▇▇▇▇▇▇ in reliance on the executed Defeasance Notice, within 5 Business Days after ▇▇▇▇▇▇▇▇ receives a written demand for payment, accompanied by a statement, in reasonable detail, of ▇▇▇▇▇▇’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 11.12 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Loan AgreementDefeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for ▇▇▇▇▇▇▇▇, Borrower will have no personal liability under this Note or in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the repayment effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the Indebtedness assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by ▇▇▇▇▇▇, an opinion of counsel for ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or for replaced from time to time), (2) the performance qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) if any other obligations certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by ▇▇▇▇▇▇, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (ix) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of ▇▇▇▇▇▇; (x) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower under this Note or and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Pledge Agreement Loan (other than any liability under Section 6.12 or Section 10.02 18 of the Loan Agreement this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date) and Successor Borrower shall assume all remaining obligations; (xi) Forms of all documents necessary to release the Mortgaged Property from the liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xii) such other opinions, certificates, documents or instruments as Lender may reasonably request; (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by ▇▇▇▇▇▇▇▇, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Scheduled Debt Payments. Unless otherwise agreed in writing by ▇▇▇▇▇▇, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor ▇▇▇▇▇▇▇▇’s only recourse assumption of Borrower’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the satisfaction review and preparation of the Indebtedness Pledge Agreement and of the performance of such obligations will be other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); the cost incurred by Lender to obtain a Rating Confirmation contemplated hereunder; reasonable Attorneys’ Fees and Costs; and a processing fee to cover ▇▇▇▇▇▇’s exercise of its rights and remedies with respect administrative costs to process Borrower’s Defeasance request. Lender reserves the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding right to require that Borrower post a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant deposit to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note cover costs which Lender reasonably anticipates will be given in accordance with the Pledge Agreementincurred.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This At any time after the date which is the earlier of (x) two years after the "startup day," within the meaning of Section 12 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, SC may defease such Lien to cause the release of the SC Property from such Lien by providing the Lender with funds in an amount equal to the Defeasance Deposit upon the satisfaction of the following conditions: (i) not less than 30 days' notice to the Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is to ------------ be made; (ii) the payment to the Lender of interest accrued and unpaid on the principal balance of the SC Note and all other SC Debt due through and including the Release Date; (iii) the payment to the Lender of the Defeasance Deposit; and (iv) the delivery to the Lender of: (A) a security agreement (the "Defeasance Security ------------------- Agreement"), in form and substance satisfactory to the --------- 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 apply not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event this Note is 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 trust (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 Cut-off Release Date. This Section 12 ); (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 of no effect if this Note is assigned to a REMIC trust on or maintained for the twelve full months commencing immediately after the Cut-off 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 if this Note with respect to U.S. Obligations then held as security for the MHP Notes; and (H) If the defeasance is not assigned to made after the Securitization, the Rating Agencies deliver a REMIC trustRating 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 5 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 Note is amended by adding a new paragraph 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 end 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 follows: 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 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 ▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇ ▇▇ ▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇ ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains Bankruptcy Code. NACC shall retain its obligation to designate a release Successor Entity notwithstanding the transfer of the Mortgaged Property from SC Note unless such obligation is specifically assumed by the lien transferee. In consideration for the payment of $1,000 by SC, the Successor Entity shall assume SC's obligations under the SC Note and the Defeasance Security Agreement, SC shall be relieved of its obligations thereunder and the SC Debt shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, SC shall also deliver or cause to be delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Section 2.3, "Defeasance Deposit" shall mean ------------------ an amount in cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the payments required under subsections (b) or (c), as the case may be, plus any costs and expenses incurred or to be incurred in making such purchase and (ii) to make the additional monthly payments necessary to cause the Defeasance Debt Service Coverage Ratio to be satisfied; "U.S. Obligations" shall mean obligations or securities not subject to ---------------- prepayment, call or early redemption which are direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or any agency or instrumentality of the Security Instrument pursuant to Section 11.12 United States of America, the obligations of which are backed by the full faith and credit of the Loan AgreementUnited States of America; and "Defeasance Debt Service Coverage Ratio" shall mean, all Noticesin -------------------------------------- respect of any fiscal period, demands the ratio of (i) the MHP Net Operating Income for such period to (ii) the difference between (x) the MHP Debt Service Expense for such period and other communications required or permitted (y) the payments to be given pursuant received for such period from or with respect to this Note will be given in accordance with U.S. Obligations then held as security for the Pledge AgreementMHP Notes.

Defeasance. If at any time the Borrower elects to convert all or a portion of the Revolving Facility Commitment to a Base Facility Commitment pursuant to Section 3.07 of this Agreement, or elects that any portion of any expansion of the Commitment shall be a Base Facility Commitment, the Conversion Request or the Credit Facility Expansion Request for the first Base Facility Commitment shall select defeasance or yield maintenance with respect to prepayments of Base Facility Advances. If defeasance is selected, this Section 3.10 shall apply. The election of the Borrower as to defeasance or yield maintenance in the first Conversion Request or Credit Facility Expansion Request relating to a Base Facility Commitment shall apply to all Base Facility Advances during the term of this Agreement. Base Facility Advances are not prepayable at any time, provided that, notwithstanding the foregoing, Borrower may prepay any Base Facility Advance during the last one hundred eighty (Section Applies if Loan is Assigned to REMIC Trust Prior 180) days of the term of such Base Facility Advance and provided that Base Facility Advances may be defeased pursuant to the Cut-off Date)terms and conditions of this Section. This Section 3.10 shall not apply to Mortgaged Properties released from a Security Instrument in connection with a substitution of Collateral pursuant to Section 7.04 of this Agreement. (a) This Conditions. Subject to Section 12 will apply in 3.10(d), Borrower shall have the event this Note is assigned right to a REMIC trust prior to obtain the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property Properties from the lien of the related Security Instrument pursuant to Section 11.12 Instruments (and all collateral derived from such Mortgage Properties, including assignment of leases, fixture filings and other documents and instruments evidencing a lien or security interest in Borrower’s assets [except the Loan Agreement, the Indebtedness will Substitute Collateral] shall be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (creleased) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for upon the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release all of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.following conditions:

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) . This Section 12 will 44 shall apply in the event this the Note is assigned to a REMIC trust prior to the Cut-off Date. This , and, subject to Section 12 will be of no effect if this Note is assigned 44(a) and (c) below, Borrower shall have the right to a REMIC trust on or after defease the Cut-off Date or if this Note is not assigned to a REMIC trust. Loan in whole (b“Defeasance”) Section 5 of this Note is amended by adding a new paragraph at and obtain the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of this Instrument upon the Security Instrument satisfaction of the following conditions: (a) Borrower shall not have the right to obtain Defeasance at any of the following times: (i) if the Loan is not assigned to a REMIC trust; (ii) during the Lockout Period (as defined in the Note); (iii) after the expiration of the Defeasance Period (as defined in the Note); or (iv) after L▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11.12 6 of the Loan AgreementNote. (b) Borrower shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which the Defeasance Notice is received by Lender. L▇▇▇▇▇ will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSuccessor Borrower. (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (the end thereof as follows: “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice shall terminate. (i) If Borrower obtains a timely pays the Defeasance Fee, but Borrower fails to perform its other obligations hereunder, L▇▇▇▇▇ shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 44(d)(ii), Borrower shall be released from all further obligations under this Section 44. Borrower acknowledges that L▇▇▇▇▇ will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the Security Instrument executed Defeasance Notice. B▇▇▇▇▇▇▇ agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Instrument, of the damages Lender will incur by reason of B▇▇▇▇▇▇▇’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, B▇▇▇▇▇▇▇ agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by L▇▇▇▇▇ in reliance on the executed Defeasance Notice, within 5 Business Days after B▇▇▇▇▇▇▇ receives a written demand for payment, accompanied by a statement, in reasonable detail, of L▇▇▇▇▇’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 11.12 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Loan AgreementDefeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for B▇▇▇▇▇▇▇, Borrower will have no personal liability under this Note or in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for B▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the repayment effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor B▇▇▇▇▇▇▇, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the Indebtedness assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by L▇▇▇▇▇, an opinion of counsel for B▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or for replaced from time to time), (2) the performance qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) if any other obligations certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by L▇▇▇▇▇, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (ix) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of L▇▇▇▇▇; (x) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower under this Note or and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Pledge Agreement Loan (other than any liability under Section 6.12 or Section 10.02 18 of the Loan Agreement this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date) and Successor Borrower shall assume all remaining obligations; (xi) Forms of all documents necessary to release the Mortgaged Property from the liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xii) such other opinions, certificates, documents or instruments as Lender may reasonably request; (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by B▇▇▇▇▇▇▇, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Scheduled Debt Payments. Unless otherwise agreed in writing by L▇▇▇▇▇, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor B▇▇▇▇▇▇▇’s only recourse assumption of Borrower’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the satisfaction review and preparation of the Indebtedness Pledge Agreement and of the performance of such obligations will be ▇other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); the cost incurred by Lender to obtain a Rating Confirmation contemplated hereunder; reasonable Attorneys’ Fees and Costs; and a processing fee to cover L▇▇▇▇▇’s exercise of its rights and remedies with respect administrative costs to process Borrower’s Defeasance request. Lender reserves the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding right to require that Borrower post a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant deposit to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note cover costs which Lender reasonably anticipates will be given in accordance with the Pledge Agreementincurred.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior A. Notwithstanding anything to the Cut-off Date). contrary contained in this Note, the Instrument or the Loan Documents, at any time (ax) This 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 12 will apply in 860G of the event Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "CODE") of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code, that holds this Note and (y) before the date which is assigned to a REMIC trust ninety (90) days prior to the Cut-off Date. This Section 12 will be Maturity Date (the "PERMITTED PREPAYMENT DATE"); and provided (unless Lender shall otherwise consent, in its sole discretion) no event of no effect if this Note default has occurred and is assigned continuing, Borrower shall have the right to a REMIC trust on or after obtain the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 and the other Loan Documents (such release, the "DEFEASANCE") upon the satisfaction of the Loan Agreementfollowing conditions precedent (all of which conditions shall become covenants upon occurrence of the Defeasance): (i) Borrower shall provide to Lender not less than 30 days' prior written notice specifying a Payment Date on which the Defeasance Deposit (hereinafter defined) is to be made (the date so specified may be referred to as the "DEFEASANCE ELECTION DATE"). (ii) Borrower shall pay to Lender on the Defeasance Election Date all interest accrued and unpaid on the outstanding principal amount of this Note to the Defeasance Election Date and the scheduled principal amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable under this Note, the Indebtedness Instrument and the other Loan Documents. (iii) Borrower shall irrevocably deposit with Lender an amount of U.S. Government Securities (hereinafter defined) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due dates of the payments owing hereunder, cash in an amount sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to Lender (the "CPA CERTIFICATE"), to pay and discharge the Scheduled Defeasance Payments (hereinafter defined). The securities so deposited, together with any interest or other increase from the issuer of the securities earned thereon and any replacements thereof, shall be secured by referred to herein as the Pledge Agreement and reference will "DEFEASANCE DEPOSIT." (iv) Borrower shall cause the following to be made delivered to Lender on or prior to the Pledge Agreement for other rights of Defeasance Election Date, all in form and substance satisfactory to Lender as in its reasonable discretion: (a) a security agreement, in form and substance satisfactory to collateral for Lender, creating a first priority lien on the Indebtedness.Defeasance Deposit (the "DEFEASANCE SECURITY AGREEMENT"); (b) the CPA Certificate; (c) Section 9 a certificate of Borrower certifying that all requirements for the Defeasance set forth herein have been satisfied; (d) an opinion of counsel for Borrower in form and substance satisfactory to Lender to the effect that (i) Lender has a perfected first priority security interest in the Defeasance Deposit, and (ii) the holder of this Note is amended by adding will not recognize income, gain or loss for United States federal income tax purposes as a new paragraph result of the defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the end thereof same times as follows: If Borrower obtains would have been the case if the Defeasance had not occurred, and (iii) any holder, trustee or custodian of this Note which is a release "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" within the meaning of Section 860D of the Mortgaged Code will not fail to maintain its status as such as a result of the Defeasance; (e) evidence in writing from the applicable rating agencies for any securitization transaction of which this Note is a part, to the effect that the Defeasance will not result in a downgrading, withdrawal, or qualification of the ratings in effect immediately prior to such Defeasance for the then-outstanding securities issued in connection with such securitization; (f) evidence satisfactory to Lender that suitable arrangements have been made to maintain the existence of Borrower during the time thereafter when the Note shall be outstanding; and (g) such other certificates, documents or instruments as Lender may reasonably request or as may be required by the rating agencies referred to above. (v) Either (i) 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 A above, Lender shall cause the Property to be released from the lien of the Security Instrument Instrument, the obligations hereunder and under 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 Section 11.12 the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from the Defeasance Deposit shall be made directly to Lender and applied to satisfy the obligations of Borrower under this Note. C. If, after the Loan AgreementDefeasance, Borrower will have no personal liability own any assets other than the Defeasance Deposit, Borrower shall establish or designate a single-purpose, bankruptcy-remote successor entity acceptable to Lender (the "SUCCESSOR BORROWER"), with respect to which a non-consolidation opinion satisfactory in form and substance to Lender and any applicable rating agencies shall be delivered to Lender and such rating agencies (if such a non-consolidation opinion was required of Borrower in connection with the origination of the indebtedness secured hereby) in which case Borrower shall transfer and assign to the Successor Borrower all obligations, rights and duties under this Note or and the Pledge Agreement for Defeasance Security Agreement, together with the repayment of pledged Defeasance Deposit. The Successor Borrower shall assume the Indebtedness or for the performance of any other obligations of Borrower under this Note or and the Pledge Agreement Defeasance Security Agreement, and Borrower shall be relieved of its obligations hereunder and thereunder. Borrower shall pay not less than $1,000 to the Successor Borrower as consideration for assuming such Borrower obligations. D. As used herein, the term "U.S. GOVERNMENT SECURITIES" shall mean securities that are (other than any liability under Section 6.12 or Section 10.02 i) direct obligations of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse United States of America for the satisfaction full and timely payment of which its full faith and credit is pledged or (ii) obligations of an entity controlled or supervised by and acting as an agency or instrumentality and guaranteed as a full faith and credit obligation which shall be fully and timely paid by the United States of America, which in either case are not callable or redeemable at the option of the Indebtedness and issuer thereof (including a depository receipt issued by a bank (as defined in Section 3(a)(2) of the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies United States Securities Act)) as custodian with respect to the collateral any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by ▇▇▇▇▇▇ under the Pledge Agreement as security such custodian for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release account of the Mortgaged Property holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the lien amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Security Instrument pursuant to Section 11.12 securities or the specific payment of principal of or interest on the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreementsecurities evidenced by such depository receipt.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). (a) . This Section 12 11.12 will apply in only if the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Multifamily Loan and Security Agreement Page 85 (Park at Kensington) Defeasance. This If both of these conditions are met, then, subject to Section 12 11.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (bii) Section 5 of this Note is amended by adding a new paragraph at During the end Lockout Period. (iii) After the expiration of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Period. (iv) After Lender has accelerated the maturity of the Mortgaged Property from unpaid principal balance of, accrued interest on, and other amounts payable under, the lien of the Security Instrument Note pursuant to Section 11.12 11 of the Loan AgreementNote. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which Lender receives the Defeasance Notice. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made to notify Borrower of the Pledge Agreement for other rights identity of Lender as to collateral for the Indebtednessaccommodation borrower (“Successor Borrower”). (c) Section 9 The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of this Note is amended by adding a new paragraph at the end thereof as follows: Defeasance. If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement11.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness11. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the right at any time after the Prepayment Lockout Expiration Date and prior to the Anticipated Repayment Date to obtain a release of the Lien of the Mortgage encumbering the Collateral Property (a "Defeasance"), in full only and not in part, upon satisfaction of the following conditions: (i) Borrower shall provide Lender thirty (30) days prior written notice specifying a Payment Date (the "Defeasance Date") on which Borrower shall have satisfied the conditions in this Section Applies 2.4.1 and on which it shall effect the Defeasance; (ii) Borrower shall pay to Lender (A) all accrued and unpaid interest on the Principal balance of the Note to and including the Defeasance Date and (B) all other sums, then due under the Note, this Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Sections 2.4.3 and 2.4.4 hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) Borrower shall deliver to Lender (1) an opinion of counsel for Borrower satisfactory to a prudent lender opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral, (B) if Loan is Assigned to a Secondary Market Transaction has occurred, the REMIC Trust Prior formed pursuant to such Secondary Market Transaction 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 the Defeasance pursuant to this Section 2.4.1, and (C) delivery of the Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, and (2) an Insolvency Opinion with respect to the Cut-off Date).Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Comfort Letter with respect to the Defeasance; (vii) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this Section 2.4.1 (a) This Section 12 have been satisfied; (viii) Borrower shall deliver a certificate of Borrower's independent certified public accountant certifying that the Defeasance Collateral will apply generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (x) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trustdefeasance, including Lender's reasonable attorneys' fees and expenses and Rating Agency fees and expenses. (b) Section 5 If Borrower has elected to Defease the Note and the requirements of this Note is amended by adding a new paragraph at Section 2.4.1 have been satisfied, the end Collateral Property shall be released from the Lien of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a Mortgage and the Defeasance Collateral, pledged pursuant to the Security Agreement, shall be the sole source of collateral securing the Note. In connection with the release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan AgreementLien, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement shall submit to Lender, not less than thirty (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur 30) days prior to the Defeasance Closing Date, whether discovered before or after releases of Liens (and related Loan Documents) for execution by Lender. Such releases shall be in a form appropriate in the Defeasance Closing Date)jurisdiction in which the Collateral Property is located and satisfactory to Lender in its reasonable discretion. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer's Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of (ii) will effect such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage, including Lender's reasonable attorneys' fees. Except as set forth in this Section 2.4.1, or otherwise in this Agreement, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Mortgage on the Collateral Property.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior a) Borrowers shall have the right at any time after the Defeasance Lockout Release Date and prior to the CutOpen Period Start Date to voluntarily defease (i) the entire Loan (a “Total Defeasance”) or (ii) in connection with the release of a Property pursuant to Section 2.9 (and subject to the conditions set forth therein) and provided no Event of Default shall have occurred and remain uncured (other than an Event of Default which would be cured by the release of the Property or Properties sought to be released), a portion of the Loan (a “Partial Defeasance”; any such Total Defeasance or Partial Defeasance, a “Defeasance”) and obtain a release of the lien of the applicable Security Instrument(s) by providing Lender with the Defeasance Collateral (hereinafter, a “Defeasance Event”), subject to the satisfaction of the following conditions precedent: (i) Borrowers shall provide Lender not less than thirty (30) days notice (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “Defeasance Date”) on which the Defeasance Event is to occur; (ii) Borrowers 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, Borrowers shall also pay to Lender all payments of principal and interest due on the Loan to and including the next occurring Monthly Payment Date to the extent not already included in Defeasance Collateral); (B) all other sums, if any, then 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 to the extent not already included in Defeasance Collateral); (C) all escrow, closing, recording, legal, appraisal, Rating Agency and other actual reasonable, out-off Date)of-pocket fees, costs and expenses paid or incurred by Lender or its agents in connection with the Defeasance Event, the release of the lien of Security Instruments on the Properties, the review of the proposed Defeasance Collateral and the preparation of the Security Agreements 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 and/or the Defeasance Event. (aiii) This Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 12 will apply 2.8(d) hereof; (iv) Borrowers shall execute and deliver to Lender Security Agreements in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) Borrowers shall deliver to Lender an opinion of counsel for Borrowers that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the event Defeasance Collateral Account and the Defeasance Collateral; (B) if a Securitization has occurred (1) the REMIC Trust formed pursuant to such Securitization and/or any subsequent or prior Securitization of the Loan or any portion thereof or interest therein will each not fail to maintain their respective status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code as a result of a Defeasance Event pursuant to this Section 2.8 and (2) the Defeasance Event would not (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.1001-3 or (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; (C) the Defeasance Event will not result in a deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Note is assigned as indebtedness for federal income tax purposes; and (D) a New Non-Consolidation Opinion with respect to the Successor Borrower; (vi) 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 (2) 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; (vii) Borrowers shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Event (if required pursuant to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or pooling and servicing agreement from and after the Cutoccurrence of a Securitization); (viii) Borrowers shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (ix) Borrowers shall deliver a certificate of a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (x) Borrowers shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xi) Borrowers shall pay all reasonable, actual out-off Date or if this Note is not assigned to a REMIC trustof-pocket costs and expenses of Lender incurred in connection with the Total Defeasance Event, including, without limitation, Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) Section 5 If Borrowers have elected to defease the entire Note and the requirements of this Note is amended by adding a new paragraph at Section 2.8 have been satisfied, the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property Properties shall be released from the lien of the Security Instrument Instruments and the other Loan Documents and the Defeasance Collateral pledged pursuant to Section 11.12 the Security Agreements shall be the sole source of collateral securing the Loan Agreement, Note. In connection with the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant lien, Borrowers shall submit to Section 11.12 of the Loan AgreementLender, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement not less than fifteen (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur 15) days prior to the Defeasance Closing Date, whether discovered before Date (or after the Defeasance Closing Datesuch shorter time as is acceptable to Lender in its sole discretion), releases of lien (and ▇▇▇▇▇▇’s only recourse related Loan Documents) for execution by Lender. Such releases shall be in a form appropriate in the satisfaction jurisdictions in which the Properties are located and shall contain standard provisions protecting the rights of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreementreleasing lender. In addition, Borrowers shall provide all Notices, demands and other communications required or permitted documentation Lender reasonably requires to be given pursuant to this Note delivered by Borrowers in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance in all material respects with all Applicable Law, and (ii) will be given affect such release in accordance with the Pledge terms of this Agreement. Borrowers shall pay all reasonable, actual out-of-pocket costs, taxes and expenses associated with the release of the liens of the Security Instruments, including Lender’s reasonable attorneys’ fees.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) . This Section 12 12.12 will apply in if the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This , and, subject to Section 12 12.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (bii) Section 5 of this Note is amended by adding a new paragraph at During the end Lockout Period. (iii) After the expiration of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Period. (iv) After Lender has accelerated the maturity of the Mortgaged Property from unpaid principal balance of, accrued interest on, and other amounts payable under, the lien of the Security Instrument Note pursuant to Section 11.12 11 of the Loan AgreementNote. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which the Defeasance Notice is received by Lender. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSuccessor Borrower. (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the end thereof as follows: Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement12.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness12. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (i) Notwithstanding any provisions of this Section Applies if Loan is Assigned to REMIC Trust Prior 2.4 to the Cut-off Date). contrary, including, without limitation, subsection (a) This of this Section 12 will apply in the event this Note is assigned to a REMIC trust 2.4, at any time prior to the Cut-off Anticipated Prepayment Date. This Section 12 will be of no effect if this Note is assigned to , other than during a REMIC trust on or after Prohibition Period, Borrower may cause the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no default shall exist under any of the Loan Documents; (B) not less than sixty (60) (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, 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 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 Indebtedness 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) direct non-callable obligations 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, to the extent the applicable Rating Agencies rating the Securities have confirmed in writing will not cause a downgrade, withdrawal or qualification of the 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 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 satisfied; (4) one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be satisfactory to a 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 secured 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 Lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest 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 Lender may 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 Pledge Agreement and reference Defeasance Collateral will be made not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSecurities. (cii) Upon compliance with the requirements of Section 9 of this Note is amended by adding a new paragraph at 2.4(b)(i), the end thereof as follows: If Borrower obtains a release of the Mortgaged Property shall be released from the lien of the Security Instrument Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute 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 reasonable discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to Lender in its sole and absolute discretion pursuant to Section 11.12 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 in form and substance and delivered by counsel which would be satisfactory to a 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, the Defeasance Security Agreement 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, 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, Borrower will have no personal liability under except as expressly set forth in the assignment and assumption agreement. (iv) For purposes of this Note or Section 2.4, “REMIC Prohibition Period” means the Pledge Agreement for earlier to occur of (A) two-year period commencing with the repayment “startup day” within the meaning of Section 860G(a)(9) of the Indebtedness or for the performance Code of any other obligations of Borrower under this REMIC Trust that holds the Note or and (B) the Pledge Agreement period commencing on the date hereof and ending on the date which is three (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or 3) years after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for first Scheduled Payment Date following the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies 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 collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note Loan, except that Lender shall notify Borrower if any REMIC Prohibition Period is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant in effect with respect to Section 11.12 of the Loan Agreementafter receiving any notice described in Section 2.4(b)(i)(B); provided, all Noticeshowever, demands and other communications required that the failure of Lender to so notify Borrower shall not impose any liability on Lender or permitted grant Borrower any right to be given pursuant to this Note will be given in accordance with defease the Pledge AgreementLoan during any such REMIC Prohibition Period.

Defeasance. (Section Applies if Loan 1) At any time that any series of Debt Securities is Assigned to REMIC Trust Prior outstanding (the “Specified Series”), the Indenture Trustee will, at the written request and expense of the Partnership, execute and deliver to the Cut-off DatePartnership such deeds and other instruments as are necessary to release the Partnership, subject to this Article 7, from of its obligations under this Indenture and the Series Supplement relating to the Specified Series, other than the Surviving Provisions (which shall survive until otherwise terminated or discharged hereunder)., subject to the satisfaction of the following conditions: (a) This Section 12 will apply in the event this Note is assigned to a REMIC trust prior Partnership shall have delivered to the Cut-off Date. This Indenture Trustee evidence to the reasonable satisfaction of the Indenture Trustee that the Partnership has (i) deposited sufficient funds for payment of all principal, Premium (if any), interest and other amounts due or to become due on the Specified Series, (ii) deposited sufficient funds or made provision for the payment of all expenses of the Indenture Trustee to carry out its duties under this Indenture, and (iii) deposited sufficient funds for the payment of taxes for which the Indenture Trustee is or may be liable or otherwise arising or payable by the Partnership with respect to all deposited funds or other provision for payment, in each case irrevocably pursuant to the terms of (y) a trust agreement in form and substance satisfactory to the Partnership and the Indenture Trustee, or (z) other arrangements in compliance with Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust.7.5(3); (b) Section 5 the Partnership shall have delivered to the Indenture Trustee an opinion of Counsel acceptable to the Indenture Trustee to the effect that the holders of the Specified Series will not be subject to any taxes as a result of the exercise by the Partnership of this Note is amended by adding a new paragraph defeasance option and that the holders of the Specified Series will be subject to taxes, including those in respect of income (including taxable capital gain) in the same amount, in the same manner and at the end of same time or times as would have been the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of case if the Mortgaged Property from Partnership had not exercised its option to defease the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness.Specified Series; (c) Section 9 no Event of this Note Default has occurred and is amended by adding a new paragraph at continuing on the end thereof as follows: If Borrower obtains a release date of the Mortgaged Property from the lien of the Security Instrument pursuant deposit referred to in Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date7.5(1)(a), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness.; (d) the making of the deposits referred to in Section 21(a7.5(1)(a) does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Partnership is a party or by which the Partnership is bound; (e) the Partnership shall have delivered to the Indenture Trustee a Certificate stating that to the best of this Note is amended the belief of the officer signing such Certificate, the deposit referred to in Section 7.5(1)(a) was not made by adding the Partnership with the intent of (i) preferring the holders of the Specified Series over the other creditors of the Partnership with the intent of defeating, hindering, delaying or defrauding creditors of the Partnership or others or (ii) completing a new paragraph “transfer at under value” as defined under the Bankruptcy and Insolvency Act (Canada); and (f) the Partnership shall have delivered to the Indenture Trustee a Certificate stating that all conditions precedent provided for or relating to the defeasance have been complied with. (2) The Partnership will be deemed to have made due provision for the depositing of sufficient funds if it deposited or caused to be deposited Payout Securities with the Indenture Trustee under the terms of an irrevocable trust agreement, solely for the benefit of the holders of a Specified Series stated therein, except for funds deposited in satisfaction of Sections 7.1(1)(a)(ii) and 7.1(1)(a)(iii), which shall be for the benefit of the Indenture Trustee. “Payout Securities” means (i) cash in Canadian dollars or (ii) securities denominated in Canadian dollars constituting direct obligations of Canada or an agency or instrumentality of Canada that are not subject to prepayment, redemption or call at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release option of the Mortgaged Property from the lien issuer thereof, or (iii) any combination of the Security Instrument pursuant foregoing, in each case which will be sufficient, in the opinion of a firm of independent chartered professional accountants or a major Canadian investment dealer acting reasonably and acceptable to Section 11.12 the Indenture Trustee, to provide for payment in full of the Loan Agreementall principal, all NoticesPremium (if any), demands interest and other communications required amounts due or permitted to be given pursuant to this Note will be given become due on the Specified Series in accordance with the Pledge Agreementterms thereof and all other sums payable pursuant to Section 7.5(1)(a).

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This At any time after the date which is the earlier of (x) two years after the "startup day," within the meaning of Section 12 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 MHP Notes (if the MHP Notes have 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, MHP may defease such Lien to cause the release of one or more of the MHP Properties from such Lien by providing the Lender with funds in an amount equal to the Defeasance Deposit for that portion of the MHP Notes which MHP wishes to defease, upon the satisfaction of the following conditions: (i) not less than 30 days' notice to the Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is to be made; (ii) the payment to the Lender of interest accrued and unpaid on the principal balance of the MHP Notes and all other MHP Debt due through and including the Release Date; (iii) the payment to the Lender of the Defeasance Deposit; and (iv) the delivery to the Lender of: (A) a security agreement (the "Defeasance Security ------------------- Agreement"), in form and substance satisfactory to the --------- 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 ---------- 20 Collateral"); ---------- (B) form(s) of release of the MHP Property(ies) to be released from the Lien of the Security Documents (for execution by the Lender) appropriate for the jurisdiction(s) in which such MHP Property(ies) are located; (C) an Officer's Certificate certifying that the requirements set forth in subsections (a) (ii)-(iv) have been satisfied; (D) an opinion of counsel for MHP (which may be a "reasoned" opinion), in form and substance satisfactory to the Lender, that (i) the transfer of the Defeasance Collateral in exchange for release(s) of the MHP Property(ies) to be released will apply not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event this Note is of a filing of a petition for relief under the United States Bankruptcy Code for or against MHP, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 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 MHP Debt as a REMIC trust (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the applicable MHP Note(s) was transferred to such REMIC not later than two years prior to the Cut-off Release Date. This Section 12 ); (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 of no effect if this Note is assigned to a REMIC trust on or maintained for the twelve full months commencing immediately after the Cut-off Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or if with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by MHP pursuant to this Note Section 2.3(a) and then held as security for the MHP Notes for such period; and (H) If the defeasance is not assigned to made after the Securitization, the Rating Agencies deliver a REMIC trustRating Comfort Letter. (b) Section 5 of this Note is amended by adding a new paragraph at If, following the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged subject MHP Property(ies), less than 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 payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price of the MHP Property(ies) to be released from the lien Lien of the Security Instrument Documents on such Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the MHP Notes but shall provide for a mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 11.12 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, MHP may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the Loan Agreementtype referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio. If any MHP Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the Indebtedness will payments provided for in this subsection (b) shall be secured by the Pledge Agreement and reference will be made equal to the Pledge Agreement greater of (A) the Release Price and (B) the lesser of (x) the Defeasance Deposit and (y) the net Condemnation Proceeds or the net Insurance Proceeds received on account of such MHP Property. The Lender shall deliver such U.S. Obligations to the Servicer for other rights application pursuant to Sections 4.3(B) and 7.9.3(A) of Lender as to collateral for the IndebtednessCash Management Procedures. (c) Section 9 If, as a result of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien subject MHP Property(ies), all of the Security Instrument pursuant to Section 11.12 of MHP Properties and the Loan AgreementSC Property shall have been released, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to Lender shall use the Defeasance Closing DateDeposit to purchase U.S. Obligations that provide, whether discovered before together with any U.S. Obligations purchased in connection with any prior releases of MHP Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will Release Date that would be ▇▇▇▇▇▇’s exercise of its rights and remedies required with respect to an assumed promissory note in a principal amount equal to the collateral held by ▇▇▇▇▇▇ under aggregate outstanding principal balance of the Pledge Agreement MHP Notes and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as security the MHP Notes but shall provide for the Indebtednessmandatory 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 21(a2.3, the MHP Property(ies) to be released shall be released from the Lien of the Security Documents and the SC Security Documents and shall not be deemed an MHP Property hereunder; the U.S. Obligations shall constitute substitute collateral which, together with the Security Documents applicable to the remaining MHP Properties, shall secure the MHP Debt. (e) If all the MHP Properties and the SC Property have been released pursuant to the provisions of Section 2.3 of the SC Loan Agreement, MHP may assign its obligations under the MHP Notes together with the U.S. Obligations relating thereto to a successor entity (the "Successor Entity") designated by ---------------- NACC and thereupon be released fully from all obligations relating to the MHP Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Note is amended by adding a new paragraph at Section 2.3 shall provide that upon such assignment, the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Collateral will not be part of the Mortgaged Property from the lien estate of MHP under Section 541 of the Security Instrument pursuant United States Bankruptcy Code. NACC shall retain its obligation to Section 11.12 designate a Successor Entity notwithstanding the transfer of the Loan MHP Notes and the SC Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by MHP, the Successor Entity shall assume MHP's obligations under the MHP Notes and the Defeasance Security Agreement, all NoticesMHP shall be relieved of its obligations thereunder and the MHP Debt and the SC Debt shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, demands and other communications required MHP shall also deliver or permitted cause to be given pursuant delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Note will be given Section 2.3, "Defeasance Deposit" shall mean ------------------ an amount in accordance with cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the Pledge Agreement.payments required under subsections (b) or (c), as the case may be,

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) . This Section 12 will 44 shall apply in the event this the Note is assigned to a REMIC trust prior to the Cut-off Date. This , and, subject to Section 12 will be of no effect if this Note is assigned 44(a) and (c) below, Borrower shall have the right to a REMIC trust on or after defease the Cut-off Date or if this Note is not assigned to a REMIC trust. Loan in whole (b“Defeasance”) Section 5 of this Note is amended by adding a new paragraph at and obtain the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of this Instrument upon the Security Instrument satisfaction of the following conditions: (a) Borrower shall not have the right to obtain Defeasance at any of the following times: (i) if the Loan is not assigned to a REMIC trust; (ii) during the Lockout Period (as defined in the Note); (iii) after the expiration of the Defeasance Period (as defined in the Note); or (iv) after Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11.12 6 of the Loan AgreementNote. (b) Borrower shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which the Defeasance Notice is received by Lender. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSuccessor Borrower. (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (the end thereof as follows: “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice shall terminate. (i) If Borrower obtains a timely pays the Defeasance Fee, but Borrower fails to perform its other obligations hereunder, Lender shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 44(d)(ii), Borrower shall be released from all further obligations under this Section 44. Borrower acknowledges that Lender will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the Security Instrument executed Defeasance Notice. Borrower agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Instrument, of the damages Lender will incur by reason of Borrower’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, Borrower agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by Lender in reliance on the executed Defeasance Notice, within 5 Business Days after Borrower receives a written demand for payment, accompanied by a statement, in reasonable detail, of Lender’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 11.12 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Loan AgreementDefeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for Borrower, Borrower will have no personal liability under this Note or in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the repayment effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the Indebtedness assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by Lender, an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or for replaced from time to time), (2) the performance qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) if any other obligations certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by Lender, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (ix) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender; (x) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower under this Note or and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Pledge Agreement Loan (other than any liability under Section 6.12 or Section 10.02 18 of the Loan Agreement this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), ) and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness.Successor Borrower shall assume all remaining obligations; (dxi) Section 21(a) Forms of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a all documents necessary to release of the Mortgaged Property from the lien liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xii) such other opinions, certificates, documents or instruments as Lender may reasonably request; (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by Borrower, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Security Scheduled Debt Payments. Unless otherwise agreed in writing by Lender, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument pursuant and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to Section 11.12 the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor Borrower’s assumption of Borrower’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the review and preparation of the Pledge AgreementAgreement and of the other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); the cost incurred by Lender to obtain a Rating Confirmation contemplated hereunder; reasonable Attorneys’ Fees and Costs; and a processing fee to cover Lender’s administrative costs to process Borrower’s Defeasance request. Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates will be incurred.

Defeasance. Borrower shall not be permitted at any time to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, after the date which is two (Section Applies if 2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan is Assigned to REMIC Trust Prior (a "Full Defeasance") or a portion of the Loan (a "Partial Defeasance"), in either case, subject to the Cut-off Date).satisfaction of the following conditions precedent: (a) This Section 12 will apply in Any Full Defeasance or Partial Defeasance of the event this Note is assigned to Loan by Borrower shall be made on a REMIC trust prior to the Cut-off Payment Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust., (b) Section 5 Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the "Defeasance Release Date") on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of this Note is amended by adding a new paragraph at Partial Defeasance, the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Individual Property from the lien of the Security Instrument pursuant proposed to Section 11.12 of be defeased; provided, that, Borrower shall be required to defease the Loan Agreement, on the Indebtedness will be secured Defeasance Release Date specified in such notice unless such notice is revoked in writing by the Pledge Agreement and reference will be made Borrower prior to the Pledge Agreement such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for other rights any reasonable costs incurred by Lender in connection with Borrower's giving of Lender as to collateral for the Indebtedness.such notice and revocation, (c) Section 9 of this Note is amended by adding a new paragraph at Borrower shall have paid to Lender all principal and interest accrued and unpaid on the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant Principal Indebtedness to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to and including the Defeasance Closing Release Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness., (d) Section 21(aBorrower shall pay to Lender all reasonable out-of-pocket fees and expenses associated with the Full Defeasance or Partial Defeasance, as applicable (including, without limitation, fees of Rating Agencies and accountants, and fees incurred in connection with the delivery of opinion letters related to such Full Defeasance or Partial Defeasance, as applicable), reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due and payable under the Loan Documents, (e) Borrower shall either deposit with Lender an amount equal to the Defeasance Deposit, or, at Lender's request, deliver to Lender the Defeasance Collateral. In connection with the foregoing, Borrower appoints Lender as Borrower's agent for the purpose of this applying the Defeasance Deposit to purchase the Defeasance Collateral, (f) Borrower shall execute and deliver to Lender all documents reasonably required by Lender (i) in the case of a Full Defeasance, to amend and restate the Note is amended by adding in a new paragraph at principal amount equal to the end then outstanding principal balance of that subsection the Loan (the "Full Defeased Note"), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: If ▇▇▇▇▇▇▇▇ obtains (A) one promissory note in a release principal amount equal to 125% of the Mortgaged Property from the lien Allocated Loan Amount of the Security Instrument pursuant Individual Property to Section 11.12 be defeased (the "Defeased Note"); and (B) the other promissory note having a principal balance equal to the Allocated Loan Amounts of all Individual Properties (including the Individual Property being defeased) less the amount of the Loan AgreementDefeased Note (the "Undefeased Note"). The Defeased Note and the Undefeased Note shall have terms identical to the terms of the Note, all Notices, demands except for the principal balance and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.a pro rata allocation of the

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) . This Section 12 will 44 shall apply in the event this the Note is assigned to a REMIC trust prior to the Cut-off Date. This , and, subject to Section 12 will be of no effect if this Note is assigned 44(a) and (c) below, Borrower shall have the right to a REMIC trust on or after defease the Cut-off Date or if this Note is not assigned to a REMIC trust. Loan in whole (b“Defeasance”) Section 5 of this Note is amended by adding a new paragraph at and obtain the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of this Instrument upon the Security Instrument satisfaction of the following conditions: (a) Borrower shall not have the right to obtain Defeasance at any of the following times: (i) if the Loan is not assigned to a REMIC trust; (ii) during the Lockout Period (as defined in the Note); (iii) after the expiration of the Defeasance Period (as defined in the Note); or (iv) after Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11.12 6 of the Loan AgreementNote. (b) Borrower shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which the Defeasance Notice is received by Lender. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSuccessor Borrower. (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (the end thereof as follows: “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice shall terminate. ‘ (i) If Borrower obtains a timely pays the Defeasance Fee, but Borrower fails to perform its other obligations hereunder, Lender shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 44(d)(ii), Borrower shall be released from all further obligations under this Section 44. Borrower acknowledges that Lender will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the Security Instrument executed Defeasance Notice. Borrower agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on·the date of this Instrument, of the damages Lender will incur by reason of Borrower’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, Borrower agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by Lender in reliance on the executed Defeasance Notice, within 5 Business Days after Borrower receives a written demand for payment, accompanied by a statement, in reasonable detail, of Lender’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 11.12 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Loan AgreementDefeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for Borrower, Borrower will have no personal liability under this Note or in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the repayment effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the Indebtedness assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by Lender, an opinion of counsel for Borrower, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or for replaced from time to time), (2) the performance qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) if any other obligations certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by Lender, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (ix) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender; (x) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower under this Note or and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Pledge Agreement Loan (other than any liability under Section 6.12 or Section 10.02 18 of the Loan Agreement this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), ) and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness.Successor Borrower shall assume all remaining obligations; (dxi) Section 21(a) Forms of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a all documents necessary to release of the Mortgaged Property from the lien liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xii) such other opinions, certificates, documents or instruments as Lender may reasonably request; (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by Borrower, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Security Scheduled Debt Payments. Unless otherwise agreed in writing by Lender, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument pursuant and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to Section 11.12 the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor Borrower’s assumption of Borrower’s obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with this Section. (i) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the review and preparation of the Pledge AgreementAgreement and of the other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); the cost incurred by Lender to obtain a Rating Confirmation contemplated hereunder; reasonable Attorneys’ Fees and Costs; and a processing fee to cover Lender’s administrative costs to process Borrower’s Defeasance request. Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates will be incurred.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). 2.5.1 Voluntary Defeasance (a) This Section 12 will apply in Provided no Event of Default shall then exist, Borrower shall have the event this Note is assigned to a REMIC trust right at any time after the Defeasance Expiration Date and prior to the Cut-off Date. This date voluntary prepayments are permitted under Section 12 will be of no effect if this Note is assigned 2.4.1 hereof to a REMIC trust on or after the Cut-off Date or if this Note is voluntarily defease all, but not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 part, of the Loan 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 Payment Date (the “Defeasance Date”) on which the Defeasance Event is to occur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, provided, however, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Indebtedness will be secured by Mortgage and the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. Loan Documents; (civ) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to shall use the Defeasance Closing DateDeposit to purchase U.S. Obligations in accordance with Section 2.5.1(b) below; (v) Borrower shall execute and deliver a pledge and security agreement, whether discovered before or after in form and substance that would be reasonably satisfactory to a prudent lender creating a first priority lien on the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness Deposit and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies U.S. Obligations purchased with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given Defeasance Deposit in accordance with the Pledge provisions of this Section 2.5 (the “Security Agreement.”);

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the event this Note is assigned to a REMIC trust right at any time after the Defeasance Lockout Release Date and prior to the Cut-off Open Period Start Date to voluntarily defease the entire Loan and obtain a release of the lien of the Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total Defeasance Event”), subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than sixty (60) days’ notice (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days’ notice specifying a date (the “Total Defeasance Date. This Section 12 will be ”) on which the Total Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of no effect principal and interest due and payable on the Loan to and including the Total Defeasance Date; (B) all other sums, if any, then due and payable under the Note, this Note is assigned to a REMIC trust on or after Agreement, the Cut-off Security Instrument and the other Loan Documents through and including the Total Defeasance Date or (or, if this Note the Total Defeasance Date is not assigned a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal, appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Total Defeasance Event, the release of the lien of Security Instrument on the Property, the review of the proposed Total 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 and/or the Total Defeasance Event; (iii) Borrower shall deposit the Total 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 Total Defeasance Collateral; (v) Borrower shall deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Total Defeasance Collateral; and (B) if a Securitization has occurred (1) the REMIC trustTrust formed pursuant to such Securitization and/or any subsequent or prior Securitization of the Loan or any portion thereof or interest therein will each not fail to maintain their respective status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code as a result of a Total Defeasance Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would neither (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.860G-2(b) nor (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Total Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (viii) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm acceptable to Lender certifying that the Total Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (x) Borrower shall pay all costs and expenses of Lender incurred in connection with the Total Defeasance Event, including, without limitation, Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) Section 5 If Borrower has elected to defease the entire Note and the requirements of this Note is amended by adding a new paragraph at Section 2.8 have been satisfied, the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property shall be released from the lien of the Security Instrument and the Total Defeasance Collateral pledged pursuant to Section 11.12 the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the Loan Agreementlien, the Indebtedness will be secured by the Pledge Agreement and reference will be made Borrower shall submit to Lender, not less than thirty (30) days prior to the Pledge Agreement for other rights of Total Defeasance Date (or such shorter time as is acceptable to Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains in its sole discretion), a release of lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the Mortgaged jurisdiction in which the Property from is located and shall contain standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Applicable Law, and (ii) will affect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the lien of the Security Instrument pursuant to Section 11.12 of the Loan AgreementInstrument, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇including Lender’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessreasonable attorneys’ fees. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). (a) . This Section 12 11.12 will apply in only if the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. This If both of these conditions are met, then, subject to Section 12 11.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Section 5 of this Note is amended Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by adding a new paragraph at Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the end date on which Lender receives the Defeasance Notice. Lender will acknowledge receipt of the Defeasance Notice and will notify Borrower of the identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section as follows: If ▇▇▇▇▇▇▇▇ obtains a 11.12(d)(ii), Borrower will be released from all further obligations under this Section 11.12. Borrower acknowledges that Lender will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien Lien of the Security Instrument pursuant to Section 11.12 in reliance on the executed Defeasance Notice. Borrower agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of the this Loan Agreement, of the Indebtedness damages Lender will incur by reason of Borrower’s default. (ii) If the Defeasance is not consummated on the Defeasance Closing Date for any reason, Borrower agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 11.12(d)(i)) incurred by Lender in reliance on the executed Defeasance Notice, within 5 Business Days after Borrower receives a written demand for payment, accompanied by a statement, in reasonable detail, of Lender’s third party costs and expenses. (iii) All payments required to be secured made by the Pledge Agreement and reference Borrower to Lender pursuant to this Section 11.12 will be made by wire transfer of immediately available funds to the Pledge Agreement for other rights account(s) designated by Lender in its acknowledgement of Lender as to collateral for the IndebtednessDefeasance Notice. (ce) Section 9 No Event of this Note Default has occurred and is amended by adding a new paragraph at the end thereof as follows: If continuing. (f) Borrower obtains a release will deliver each of the Mortgaged Property from the lien of the Security Instrument pursuant following documents to Section 11.12 of the Loan AgreementLender, Borrower will have no personal liability under this Note in form and substance satisfactory to Lender, on or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before unless Lender has issued a written waiver of its right to receive any such document: (i) One or more opinions of counsel for Borrower confirming each of the following: (A) Lender has a valid and perfected first Lien and first priority security interest in the Defeasance Collateral and the proceeds of the Defeasance Collateral. (B) The Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with its terms. (C) If, as of the Defeasance Closing Date, the Note is held by a REMIC trust, then each of the following is correct: (1) The Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time). (2) The qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance. (3) That there will be no imposition of a tax under applicable REMIC provisions as a result of the Defeasance. (D) The Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder. (ii) A written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date. (iii) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender. (iv) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), pursuant to which Borrower and any Guarantor (in each case, subject to satisfaction of all requirements under this Loan Agreement) will be relieved from liability in connection with the Loan to the extent described in Sections 7.05(b) and 7.05(c), respectively, and Successor Borrower will assume all remaining obligations. (v) Forms of all documents necessary to release the Mortgaged Property from the Liens created by the Security Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the Property Jurisdiction. (vi) Any other opinions, certificates, documents or instruments that Lender may reasonably request. (g) Borrower will deliver to Lender, on or prior to the Defeasance Closing Date, each of the following: (i) The Defeasance Collateral, which meets all of the following requirements: (A) It is owned by Borrower, free and clear of all Liens and claims of third-parties. (B) It is in an amount sufficient to provide for (1) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction (2) delivery of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect redemption proceeds at least equal to the collateral held by ▇▇▇▇▇▇ under amount of principal and interest due on the Pledge Agreement as security for Note on each Installment Due Date including full payment due on the IndebtednessNote on the Maturity Date (“Scheduled Debt Payments”). (dC) Section 21(a) of this Note is amended by adding a new paragraph at All redemption payments received from the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Collateral will be paid directly to Lender to be applied on account of the Mortgaged Property from Scheduled Debt Payments occurring after the lien Defeasance Closing Date. (D) The pledge of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note Defeasance Collateral will be given effected through the book-entry facilities of a qualified securities intermediary designated by Lender in accordance conformity with all applicable laws. (ii) All accrued and unpaid interest and all other sums due under the Pledge AgreementNote, this Loan Agreement and under the other Loan Documents, including all amounts due under Section 11.12(i), up to the Defeasance Closing Date.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in The Issuer may, at its option and at any time, elect to have all of its obligations and the event this Note is assigned to a REMIC trust prior obligations of the Subsidiary Guarantors discharged with respect to the Cut-off Date. This outstanding Notes issued under this Indenture, the Guarantees and, with respect to the Notes, the Security Documents (“Legal Defeasance”) except for: (i) the rights of Holders of outstanding Notes issued thereunder to receive payments in respect of the principal of, or interest or premium on such Notes when such payments are due from the trust referred to below; (ii) the Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust8.02. (b) The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15, 4.16 and clause (iv) of Section 5 5.01 of this Note is amended Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. The Issuer may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. In the event the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by adding a new paragraph at exercising its Legal Defeasance option or its Covenant Defeasance option, the end obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Legal Defeasance option, payment of the Section as follows: Notes so defeased may not be accelerated because of an Event of Default. If ▇▇▇▇▇▇▇▇ obtains a release the Issuer exercises its Covenant Defeasance option, payment of the Mortgaged Property from the lien Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c) (other than with respect to Article 5 (except for clause (iv) thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(h) or 6.01(i). Upon satisfaction of the Security Instrument pursuant to Section 11.12 conditions set forth herein and upon request of the Loan AgreementIssuer, the Indebtedness will be secured by Trustee shall acknowledge in writing the Pledge Agreement and reference will be made to discharge of those obligations that the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessIssuer terminates. (c) Section 9 of Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Note is amended by adding a new paragraph at Article 8 shall survive until the end thereof as follows: If Borrower obtains a release of Notes have been paid in full. Thereafter, the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan AgreementIssuer’s obligations in Sections 7.07, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), 8.06 and ▇▇▇▇▇▇’s only recourse for the 8.07 shall survive such satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessdischarge. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. Borrower shall not be permitted at any time to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, after the date which is two (Section Applies if 2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan is Assigned to REMIC Trust Prior (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the Cut-off Date).satisfaction of the following conditions precedent: (a) This Section 12 will apply in Any Full Defeasance or Partial Defeasance of the event this Note is assigned to Loan by Borrower shall be made on a REMIC trust prior to the Cut-off Payment Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust., (b) Section 5 Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of this Note is amended by adding a new paragraph at Partial Defeasance, the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Individual Property from the lien of the Security Instrument pursuant proposed to Section 11.12 of be defeased; provided, that, Borrower shall be required to defease the Loan Agreement, on the Indebtedness will be secured Defeasance Release Date specified in such notice unless such notice is revoked in writing by the Pledge Agreement and reference will be made Borrower prior to the Pledge Agreement such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for other rights any reasonable costs incurred by Lender in connection with Borrower’s giving of Lender as to collateral for the Indebtedness.such notice and revocation, (c) Section 9 of this Note is amended by adding a new paragraph at Borrower shall have paid to Lender all principal and interest accrued and unpaid on the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant Principal Indebtedness to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to and including the Defeasance Closing Release Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness., (d) Section 21(aBorrower shall pay to Lender all reasonable out-of-pocket fees and expenses associated with the Full Defeasance or Partial Defeasance, as applicable (including, without limitation, fees of Rating Agencies and accountants, and fees incurred in connection with the delivery of opinion letters related to such Full Defeasance or Partial Defeasance, as applicable), reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due and payable under the Loan Documents, (e) Borrower shall either deposit with Lender an amount equal to the Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance Collateral. In connection with the foregoing, Borrower appoints Lender as Borrower’s agent for the purpose of this applying the Defeasance Deposit to purchase the Defeasance Collateral, (f) Borrower shall execute and deliver to Lender all documents reasonably required by Lender (i) in the case of a Full Defeasance, to amend and restate the Note is amended by adding in a new paragraph at principal amount equal to the end then outstanding principal balance of that subsection the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: If ▇▇▇▇▇▇▇▇ obtains (A) one promissory note in a release principal amount equal to 125% of the Mortgaged Property from the lien Allocated Loan Amount of the Security Instrument pursuant Individual Property to Section 11.12 be defeased (the “Defeased Note”); and (B) the other promissory note having a principal balance equal to the Allocated Loan Amounts of all Individual Properties (including the Individual Property being defeased) less the amount of the Loan AgreementDefeased Note (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have terms identical to the terms of the Note, all Notices, demands except for the principal balance and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.a pro rata

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior Notwithstanding any provision of this PARAGRAPH 3 to the Cut-off Datecontrary (but subject to the last sentence of this SUBPARAGRAPH 3.2). , at any time after the earlier of (a) This Section 12 will apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or three (3) years after the Cut-off Date full funding of the Loan or if this Note is not assigned to a REMIC trust. (b) two (2) years after the "startup day," within the meaning of Section 5 of this Note is amended by adding a new paragraph at the end 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 as follows: If ▇▇▇▇▇▇▇▇ obtains a 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 Mortgaged Property from the lien of the Security Instrument and the other Loan Documents upon the satisfaction of the following conditions (the "DEFEASANCE"): (i) Not less than thirty (30) days prior written notice shall be given to Lender specifying a date (the "RELEASE DATE") on which the Defeasance Deposit (as hereinafter defined) is to be made, such date being a day on which a regularly scheduled monthly installment of principal and interest is required to be paid pursuant to Section 11.12 PARAGRAPH 2 above (a "DEBT SERVICE PAYMENT DATE"); (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Loan AgreementNote 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 Indebtedness will be secured by Note through the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness.next Debt Service Payment Date; (ciii) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will shall have no personal liability paid all other sums (not including scheduled interest or principal payments) due under this Note or and under the Pledge Agreement for the repayment of the Indebtedness or for the performance of other Loan Documents, including any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and processing fee charged by ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect ; (iv) Borrower shall deliver to Lender on or prior to the collateral held by Release Date: A. The estimated amount necessary to purchase the Defeasance Collateral (the "DEFEASANCE DEPOSIT"); B. An executed pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of ▇▇▇▇▇▇ in the Defeasance Deposit and the Defeasance Collateral (the "DEFEASANCE SECURITY AGREEMENT"); 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 SUBPARAGRAPH 3.2 have been satisfied; D. An opinion of counsel for Borrower in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that (1) 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 Pledge Agreement as security for Code and that the Indebtedness. Defeasance complies with all applicable REMIC provisions under the Code; and (d3) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains 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; E. A certificate of Borrower certifying that all requirements relating to the Defeasance set forth in this Note and any other Loan Documents have been satisfied; and ▇. ▇▇▇▇ other certificates, opinions of counsel, documents or instruments as Lender may reasonably require; and (v) If required by the Applicable Rating Agencies for any Secondary Market Transaction relating to the Loan, ▇▇▇▇▇▇ receives written assurances that the securities of the REMIC ("SECURITIES") that directly or indirectly holds this Note will not have a downgrade, withdrawal or qualification of the credit rating then assigned to the Securities by any rating agencies ("APPLICABLE RATING AGENCIES") as a result of the Defeasance; (vi) The holder of the Defeasance Collateral, which shall be successor entity designated by LaSalle Bank National Association in its sole discretion, shall be a single purpose entity, which shall not own any other assets or have any other liabilities or operate any other property (except in connection with other defeased loans held in the same securitized loan pool with the Loan); (vii) Borrower shall pay all costs and expenses incurred by Lender or its agents in connection with the Defeasance, including, without limitation, all costs and expenses associated with the purchase of the Defeasance Collateral, the preparation of the Defeasance Security Agreement and related documentation, the preparation and recordation of a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 Mortgage, as well as all fees and expenses of the Applicable Rating Agencies, and all reasonable accountants' and attorneys' fees and expenses; and (viii) Borrower must comply with all other applicable REMIC provisions under the Code as well as any Applicable Rating Agencies' requirements. Notwithstanding anything that may be contained herein to the contrary, the Loan Agreement, all Notices, demands and other communications required or permitted to may not be given pursuant to this Note will be given in accordance with defeased during the Pledge Agreementlast ninety (90) days of the loan term if the Loan has not previously been defeased.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). (a) . This Section 12 11.12 will apply in only if the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. This If both of these conditions are met, then, subject to Section 12 11.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After L▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11 of the Note. (b) Section 5 of this Note is amended Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by adding a new paragraph at Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the end date on which L▇▇▇▇▇ receives the Defeasance Notice. L▇▇▇▇▇ will acknowledge receipt of the Section as follows: Defeasance Notice and will notify Borrower of the identity of the accommodation borrower (“Successor Borrower”). (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the Defeasance Fee, then B▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument ’s right to obtain Defeasance pursuant to Section 11.12 of the Loan Agreement, the Indebtedness that Defeasance Notice will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtednessterminate. (ci) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement11.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness11. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior i) Notwithstanding any provisions of this Article 5 to the Cut-off Date). contrary, including, without limitation, subsection (a) This of this Article 5, at any time other than during a REMIC Prohibition Period (defined below), Borrower may cause the release of any one or more Individual Property (as defined in the Loan Agreement), in each case together with all improvements thereon and other property appurtenant thereto which is collateral for the Loan evidenced hereby, from the lien of the Mortgage and the other Loan Documents (each such Individual Property being released hereinafter referred to individually as a “Defeased Property” and collectively as the “Defeased Properties,” and each Individual Property remaining subject to the Lien of the Mortgage hereinafter referred to individually as a “Remaining Property” and collectively as the “Remaining Properties”) upon the satisfaction of the following conditions (a “Defeasance Event”): (A) no Default shall exist under any of the Loan Documents; (B) not less than sixty (60) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying (i) 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 (1) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (2) 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; (ii) the principal amount of the Loan subject to a Defeasance Event, and (iii) the Individual Property to be released from the Lien of the Mortgage; (C) all accrued and unpaid interest and all other sums due under this 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, 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 12 will apply 5(b)(i)(E) 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) In the event less than the entire amount of the Loan is the subject of a Defeasance Event, Lender, at Borrower’s expense, shall prepare all necessary documents to amend and restate the Note and sever the indebtedness evidenced by the Note into two substitute notes, one note having a principal balance equal to the greater of (i) 115% of the then outstanding balance of the Loan allocated to the applicable Individual Property to be released as determined by Lender in its sole and absolute discretion and (ii) an amount such that the Remaining Properties comply with the conditions set forth in Section 5(b)(i)(F)(2) and (3) below (the “Defeased Note”), and the other having a principal balance equal to the excess of (x) the original principal amount of the Loan over (y) the principal balance of the Defeased Note (the “Undefeased Note”). Without limiting the foregoing, the current allocated amounts are $7,125,000.00 with respect to the Little Arch Property and $14,632,000.00 with respect to the AFL Property. Lender may in its sole and absolute discretion require Borrower to furnish (at Borrower’s expense) then current appraisals of the Individual Property to be released and the Remaining Property (each in form and substance satisfactory to Lender in its sole discretion) in connection with and as a condition to determining the outstanding balance of the Loan allocated to the Individual Property to be released. The Defeased Note and the Undefeased Note shall have identical terms as this Note, except for the principal balance. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized. A Defeased Note cannot be the subject of any further defeasance; (E) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance which would be satisfactory to a prudent 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) Direct non-callable obligations of the United States of America or, to the extent acceptable to the applicable Rating Agencies, other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 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 Note or the Defeased Note, as applicable (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 L▇▇▇▇▇ or accompanied by a written instrument of transfer in form and substance which would be satisfactory to a prudent 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 5(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be satisfactory to a prudent lender stating, among other things, that (a) 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, (b) in the event this Note is assigned of a bankruptcy proceeding or similar occurrence with respect to a REMIC trust prior to Borrower, none of the Cut-off Date. This Section 12 Defeasance Collateral nor any proceeds thereof will be property of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If B▇▇▇▇▇▇▇’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, (c) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any “real estate mortgage investment conduit” within the meaning of Section 860D of the Internal Revenue Code that holds this Note (a “REMIC Trust”) to fail to maintain its status as a REMIC Trust and (d) 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 which would be satisfactory to a prudent lender from an independent certified public accountant acceptable to Lender certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under this Note or the Defeased Note, as applicable (including the scheduled outstanding principal balance of this Note or the Defeased Note, as applicable, due on the Maturity Date); (6) such other certificates, documents and instruments as a prudent lender would require; (7) in the event only a portion of this Note is the subject of a Defeasance Event, evidence satisfactory to a prudent lender that the Undefeased Note will continue to be secured by the Mortgage covering the Remaining Properties; and (8) in the event the Loan is held by a REMIC Trust, L▇▇▇▇▇ obtains 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. (F) In addition, in the event only a portion of the Loan is the subject of a Defeasance Event, the following conditions shall be satisfied: (1) Borrower shall submit to Lender, not less than thirty (30) days prior to the Release Date, a release of Lien (and related Loan Documents) for the Mortgaged subject Individual Property for execution by L▇▇▇▇▇. Such release shall be in recordable form appropriate in the State in which the Individual Property is located and shall contain standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with a certificate of Borrower certifying that (i) such documentation is in compliance with all applicable Legal Requirements, and (ii) the release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and the Properties subject to the Loan Documents not being released); (2) Lender shall have determined that the Debt Service Coverage Ratio with respect to the Remaining Properties after giving effect to the subject release (assuming a loan amount equal to the principal balance of the Undefeased Note immediately following the subject release) shall be at least equal to the greater of (i) 1.30x and (ii) the Debt Service Coverage Ratio calculated immediately prior to the subject release with respect to the Remaining Properties (inclusive of the Individual Property to be released and assuming a loan amount equal to the principal balance of the Undefeased Note immediately prior to the subject release) for the twelve (12) full calendar months immediately preceding the release of the Individual Property; (3) Lender shall have determined that the loan to value ratio with respect to the Remaining Properties after giving effect to the subject release (assuming a loan amount equal to the principal balance of the Undefeased Note immediately following the subject release) shall not be greater than the lesser of (i) 70% and (ii) the loan to value ratio calculated immediately prior to the subject release with respect to the Remaining Properties (inclusive of the Individual Property to be released and assuming a loan amount equal to the principal balance of the Undefeased Note immediately prior to the subject release); (4) Lender shall have received evidence that the Individual Property to be released shall be conveyed to a Person other than Borrower, Borrower Principal, or any Affiliate of either of the foregoing; (5) Lender shall have received, at Borrower’s sole cost and expense, one or more endorsements to the Title Insurance Policy insuring that, after giving effect to the subject release, the Liens of the Mortgage insured thereunder continue to be first priority Liens on the Remaining Property, subject only to Permitted Encumbrances. (G) Lender shall have received payment of all Lender’s costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the subject release and the review and approval of the documents and information required to be delivered in connection therewith. (ii) Upon compliance with the requirements of Section 5(b)(i), the Property or the applicable Individual Property shall be released from the lien of the Security Instrument pursuant to Section 11.12 Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure this Note and all other obligations under the Loan Documents, in the case the entire principal amount of the Loan Agreementis the subject of a Defeasance Event, or the Indebtedness will Defeased Property shall be secured by released from the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release Lien of the Mortgaged Mortgage covering such Individual Property from and the lien of other Loan Documents, and the Security Instrument pursuant to Section 11.12 Defeasance Collateral shall constitute collateral which shall secure the Defeased Note, in the event less than the entire amount of the Loan Agreementis the subject of a Defeasance Event. Lender will, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and at B▇▇▇▇▇▇▇’s only recourse for expense, execute and deliver any agreements reasonably requested by Borrower to release the satisfaction lien of the Indebtedness Mortgage and the performance other Loan Documents from the Property or the applicable Defeased Property. (iii) Upon the release of such obligations will be ▇the Property in accordance with this Section 5(b), Borrower shall (at L▇▇▇▇▇’s exercise of sole and absolute discretion) assign all its obligations and rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended or the Defeased Note, as applicable, together with the pledged Defeasance Collateral, to a successor entity designated and approved by adding a new paragraph at the end of that subsection as follows: If ▇Lender in its sole and absolute discretion (“Successor Borrower”). Successor B▇▇▇▇▇▇▇ obtains shall execute an assignment and assumption agreement in form and substance which would be satisfactory to a release of the Mortgaged Property from the lien of the Security Instrument prudent lender pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to which it shall assume Borrower’s obligations under this Note will or the Defeased Note, as applicable, and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel which would be given satisfactory to a 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 Note or the Pledge Defeased Note, as applicable, the Defeasance Security Agreement and the other Loan Documents, as so assigned and assumed, are enforceable against the Successor Borrower, and in the event only a portion of this Note is subject to 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 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, 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 above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under this Note or the Defeased Note, as applicable, 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 Article 5, “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 this 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 5(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any liability upon Lender or grant Borrower any right to defease the Loan during any such REMIC Prohibition Period.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior i) Borrower shall have the right at any time after the Release Date and prior to the Cut-off Date).First Open Payment Date to obtain a release of the Lien of the Mortgage encumbering the Property (a “Defeasance”) upon satisfaction of the following conditions: (a) This Borrower shall provide Lender at least thirty (30) days’ prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date (the “Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 12 will apply in 2.3(A) and on which it shall effect the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust.Defeasance; (b) Section 5 Borrower shall pay to Lender (A) all payments of interest due on the Loan to and including the Defeasance Date and (B) all other sums, then due under the Note, this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by Mortgage and the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness.Loan Documents; (c) Borrower shall irrevocably deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Sections 2.3(B) and (C) hereof; (d) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (e) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (v) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral, (w) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 9 860D of the Code as a result of the defeasance pursuant to this Section 2.3(A), (x) a defeasance pursuant to this Section 2.3(A) will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Note is amended as indebtedness for federal income tax purposes, (y) delivery of the Defeasance Collateral and the grant of a security interest therein to 21 Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law and (z) if and to the extent required by adding the Rating Agencies, a new paragraph at non-consolidation opinion with respect to the end thereof as follows: If Successor Borrower; (f) Borrower obtains shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Mortgaged Property from the lien Lien of the Security Instrument Mortgage as contemplated by this Section 2.3(A) and the substitution of the Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (g) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.3(A) have been satisfied; (h) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (i) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (j) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (ii) If a Defeasance occurs and all of the requirements of this Section 2.3 have been satisfied, Lender shall execute any and all documents required to release the Property from the Lien of the Mortgage and the Assignment of Leases and the Defeasance Collateral, pledged pursuant to Section 11.12 the Security Agreement, shall be the sole source of collateral securing the Note. In connection with the release of the Loan AgreementLien, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement shall submit to Lender, not less than thirty (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur 30) days prior to the Defeasance Closing Date, whether discovered before Date (or after the Defeasance Closing Datesuch shorter time as permitted by Lender in its sole discretion), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the Mortgaged jurisdiction in which the Property from is located and contain standard provisions protecting the lien rights of a releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release. Borrower shall pay all costs, taxes and expenses associated with the release of the Security Instrument pursuant to Section 11.12 Lien of the Loan AgreementMortgage and the Assignment of Leases, including Lender’s reasonable attorneys’ fees. Except as set forth in this Section 2.3, no repayment, prepayment or defeasance of all Noticesor any portion of the Note shall cause, demands and other communications required give rise to a right to require, or permitted to be given pursuant to this Note will be given in accordance with otherwise result in, the Pledge Agreementrelease of the Lien of the Mortgage on the Property.

Defeasance. (Section Applies if Loan At any time during the Open Period, so long as no default or Event of Default is Assigned to REMIC Trust Prior to then continuing, Ten Project Borrowers may obtain the Cut-off Date). (a) This Section 12 will apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property Ten Project Loan Projects from the lien of the Security Instrument pursuant to Section 11.12 Documents upon the satisfaction of the Loan Agreementfollowing conditions precedent (“Defeasance”): (A) not less than thirty (30) days prior written notice to Agent specifying the first day of a calendar month (or if not a Business Day, the Indebtedness will first Business Day of such calendar month) (the “Defeasance Release Date”) on which the Defeasance Deposit (hereinafter defined) is to be secured by made; (B) the Pledge Agreement payment to Agent of interest accrued and reference will be made unpaid on the principal balance of the Ten Project Loan to and including the Defeasance Release Date; (C) the payment to Agent of all other sums with respect to the Pledge Agreement for Ten Project Loans, not including scheduled interest or principal payments, due under the Ten Project Note, the Security Documents and the other rights of Lender as to collateral for the Indebtedness.Loan Documents; (cD) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release payment to Agent of the Mortgaged Property Defeasance Deposit and a $5,000 non-refundable processing fee; (E) the delivery by Ten Project Borrowers to Agent at Ten Project Borrowers’ sole cost and expense of: (1) a security agreement in form and substance reasonably satisfactory to Agent, creating a first priority lien in favor of Agent on the Defeasance Deposit and the U.S. Obligations (hereinafter defined) purchased on behalf of Ten Project Borrowers with the Defeasance Deposit in accordance with this Section 2.5(a)(ii) (the “Security Agreement”); (2) releases of the Ten Project Loan Projects from the lien of the Security Instrument Documents (for execution by Agent) in a form appropriate for the jurisdiction in which each Ten Project Loan Project is located and otherwise reasonably acceptable to Agent; (3) an officer’s certificate of Ten Project Borrowers certifying that the requirements set forth in Section 2.5(a)(ii)(E) have been satisfied; (4) an opinion of counsel in form and substance, and rendered by counsel, reasonably satisfactory to Agent, at Ten Project Borrowers’ expense, stating, among other things, that Agent has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations purchased by or on behalf of Ten Project Borrowers and pledged to Agent and as to enforceability of the Assignment Agreement, 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 Ten Project Borrower, in form and substance, and rendered by counsel, reasonably satisfactory to Agent; and (5) such other certificates, documents, opinions or instruments as Agent may reasonably request; and (F) Agent shall have received, at Ten Project Borrowers’ expense, a certificate from a nationally or regionally recognized independent certified public accountant acceptable to Agent, in form and substance reasonably satisfactory to Agent, certifying that the U.S. Obligations purchased with the Defeasance Deposit will generate sufficient sums to satisfy the obligations of Ten Project Borrowers under this Agreement, the Ten Project Note and this Section 2.5(a)(ii) as and when such obligations become due. In connection with the conditions set forth above, Ten Project Borrowers hereby appoint Agent as their agent and attorney in fact for the purpose of using the Defeasance Deposit to purchase or cause to be purchased U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled Payment Dates after the Defeasance Release Date upon which interest and principal payments are required under this Agreement and the Ten Project Note, including the amounts due on the Ten Project Maturity Date, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Ten Project Note plus Agent’s reasonable estimate of administrative expenses and applicable federal income taxes associated with or to be incurred by the Successor Ten Project Borrower during the remaining term of, and applicable to, the Ten Project Loans (the “Scheduled Defeasance Payments”). Ten Project Borrowers, pursuant to Section 11.12 the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to Agent and applied to satisfy the obligations of the Loan Ten Project Borrowers under this Agreement, Borrower will have no personal liability under the Ten Project Note and this Note Section 2.5(a)(ii). Upon compliance with the requirements of this Section 2.5(a)(ii), the Guaranty with respect to the Ten Project Borrowers shall be released (except as to obligations thereunder arising from circumstances existing or occurring prior to the Pledge Agreement for Defeasance and which obligations would otherwise survive the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness Ten Project Loan) and the performance Ten Project Loan Projects shall be released of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property record from the lien of the Security Instrument Documents and the pledged U.S. Obligations shall be the sole source of collateral securing the repayment of the Ten Project Loans and the Ten Project Note. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by the preceding paragraph and to otherwise satisfy the Ten Project Borrowers’ obligations under this Section 2.5(a)(ii) shall be remitted to Ten Project Borrowers with the release of the Ten Project Loan Projects from the lien of the applicable Security Documents. In connection with such release, a successor entity meeting Agent’s then applicable single purpose entity requirements and otherwise reasonably acceptable to Agent, adjusted, as applicable, for the Defeasance contemplated by this Section 2.5(a)(ii) (the “Successor Ten Project Borrower”), shall be established by Ten Project Borrowers subject to Agent’s approval (or at Agent’s option, by Agent) and Ten Project Borrowers shall transfer and assign all obligations, rights and duties under and to the Ten Project Note together with the pledged U.S. Obligations to such Successor Ten Project Borrower pursuant to Section 11.12 an assignment and assumption agreement in form and substance reasonably satisfactory to Agent (the “Assignment Agreement”). Such Successor Ten Project Borrower shall assume the obligations of the Ten Project Borrowers under the Ten Project Note, the Security Agreement and the other Loan AgreementDocuments and Ten Project Borrowers shall be relieved of their obligations thereunder, all Notices, demands and other communications except (i) that Ten Project Borrowers shall be required or permitted to be given perform their obligations pursuant to this Note will be given Section 2.5(a), including maintenance of the Successor Ten Project Borrower, if applicable, and (ii) for those obligations of Ten Project Borrowers which survive repayment of the Ten Project Loan. Ten Project Borrowers shall pay $1,000.00 to any such Successor Ten Project Borrower as consideration for assuming the obligations under the Ten Project Note, the Security Agreement and the other Loan Documents pursuant to the Assignment Agreement. Ten Project Borrowers shall pay all reasonable costs and expenses incurred by Agent or Lender in accordance connection with this Section 2.5(a), including Agent’s and Lender’s reasonable attorneys’ fees and expenses, and any administrative and tax expenses associated with or incurred by the Pledge AgreementSuccessor Ten Project Borrower.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the event this Note is assigned to a REMIC trust right at any time after the Defeasance Lockout Period and prior to the Cut-off Prepayment Lockout Release Date to voluntarily defease the Loan in whole or in part and obtain the release of the Property 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. This ) on which the Defeasance Event shall occur; (ii) 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; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instrument and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit; (v) Borrower shall execute and deliver a pledge and security agreement, in form and substance that would be reasonably satisfactory to a prudent lender creating a first priority lien on the Defeasance Deposit, and the Defeasance Collateral purchased with the Defeasance Deposit, in accordance with the provisions of this Section 12 will be 2.3.4 (the Security Agreement); (vi) Borrower shall deliver an opinion of no effect if this Note counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has duly and validly transferred and assigned to the Successor Borrower the Defeasance Collateral and all obligations, rights and duties under and to the Note that are attributable to the Property, that Lender has a perfected first priority security interest in the Defeasance Deposit and the Defeasance Collateral delivered by Borrower and that any REMIC trust on or after the Cut-off Date or if this Note is not assigned Trust formed pursuant to a REMIC trustSecuritization 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 such Defeasance Event; (vii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such Defeasance Event 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, Borrower shall also deliver or cause to be delivered a Non-Consolidation Opinion with respect to the Successor Borrower in form and substance (i) reasonably satisfactory to a prudent lender and (ii) satisfactory to the applicable Rating Agencies; (viii) 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 Defeasance Collateral purchased with the Defeasance Deposit shall generate monthly amounts equal to or greater than the Scheduled Defeasance Payments required to be paid under the Note and this Agreement through and including the Maturity Date; (ix) Borrower shall deliver such other certificates, documents or instruments as a prudent lender would reasonably require; and (x) Borrower shall pay all reasonable 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) Section 5 In connection with any Defeasance Event, Borrower shall use the Defeasance Deposit to purchase 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 (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) (the 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 Lender and applied to satisfy the obligations of Borrower or Successor Borrower, if applicable, under this Note is amended by adding a new paragraph at Agreement and the end Note. Any portion of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Deposit in excess of the Mortgaged Property from amount necessary to purchase the lien of the Security Instrument pursuant Defeasance Collateral required by this Section 2.3 and satisfy Borrower’s other obligations hereunder shall be remitted to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessBorrower. (c) Section 9 of this Note is amended The Defeasance Collateral shall be duly endorsed by adding a new paragraph at the end holder thereof as follows: If Borrower obtains directed by Lender or accompanied by a release written instrument of transfer in form and substance that would be reasonably satisfactory to a prudent lender (including, without limitation, such 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 Mortgaged Property from the lien Defeasance Collateral a first priority security interest therein in favor of the Security Instrument pursuant to Section 11.12 of Lender in conformity with all applicable state and federal laws governing the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance granting of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessinterests. (d) Section 21(aBorrower may at its option, or if so required by the applicable Rating Agencies shall, establish or designate a successor entity (the Successor Borrower) which shall be a single purpose bankruptcy remote entity approved by the Rating Agencies with one (1) Independent Director, and Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the pledged Defeasance Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of and released from its obligations under 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. Notwithstanding anything in this Note is amended by adding Agreement to the contrary, no other assumption fee shall be payable upon a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release transfer of the Mortgaged Note in accordance with this Section 2.3.4(d). (e) If Borrower has elected to defease the Loan, and the requirements set forth in this Section 2.3.4 have been satisfied, the Property shall be released from the lien Lien of the Security Instrument as provided in this Section and the Defeasance Collateral, pledged pursuant to Section 11.12 the Security Agreement, shall be the sole source of collateral securing the Note. (f) In connection with the release of the Security Instrument as provided in Section 2.3.4, Borrower shall submit to Lender, not less than ten (10) days prior to the Defeasance Date, a release of Lien (and related Loan AgreementDocuments) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that would be satisfactory to a prudent lender. In addition, Borrower shall provide all Notices, demands and other communications required or permitted documentation Lender reasonably requires to be given pursuant to this Note will be given delivered by Borrower in accordance connection with the Pledge Agreementsuch release.

Defeasance. The Issuers at any time may terminate all their obligations under the Notes, the Indenture, the Collateral Documents and the Intercreditor Agreement, and cause the release of all Liens on the Collateral granted under such Collateral Documents (Section Applies if Loan is Assigned “legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to REMIC Trust Prior register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Cut-off DateNotes. The Issuers at any time may have the Lien on the Collateral granted under the Collateral Documents released and may terminate their obligations under the covenants described under “— Certain covenants,” the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries and the judgment default provision described under “— Defaults” and the undertakings and covenants contained under “— Change of control” and with clause (4) of the first paragraph under “— Merger, amalgamation, consolidation or sale of all or substantially all assets” (“covenant defeasance”). (a) This Section 12 will apply in . If the event this Issuers exercise their legal defeasance option or their covenant defeasance option, Holdings, Intermediate Holdings and each Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 Guarantor will be automatically released from all of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other their obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held Holdings Guarantee, the Intermediate Holdings Guarantee and the applicable Note Guarantee, as the case may be, with respect to the Notes. The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (5), (6) (with respect only to Significant Subsidiaries), (7) or (8) under “— Defaults” or because of the failure of the Issuer to comply with the first clause (4) under “— Merger, amalgamation, consolidation or sale of all or substantially all assets.” In order to exercise either defeasance option with respect to the Notes, the Issuers must irrevocably deposit in trust (the “defeasance trust”) with the Trustee cash in U.S. dollars, U.S. dollar-denominated Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm engaged by ▇▇▇▇▇▇ the Issuer expressed in a written certification thereof delivered to the Trustee (insofar as any U.S. dollar-denominated Government Obligations are so included), for the payment of principal, premium (if any) and interest on the Notes to redemption or maturity, as the case may be; provided that upon any defeasance and subsequent redemption that requires the payment of the Applicable Premium, the amount deposited (with respect to the Applicable Premium) shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of deposit with the Trustee, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the redemption date. Any Applicable Premium Deficit shall be set forth in a certificate of an Officer of the Issuer delivered to the Trustee substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. In addition, the Issuers must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable federal income tax law). Notwithstanding the foregoing, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers. The Bank of New York Mellon Trust Company, N.A. is the Trustee under the Pledge Agreement Indenture and has been appointed by the Issuers as security for Registrar and a Paying Agent with regard to the Indebtedness. (d) Section 21(a) of this Notes and has been appointed by the Issuers as the Collateral Agent with respect to the Notes. The Indenture will provide that it, the Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee and the Note is amended by adding a new paragraph at Guarantees will be governed by, and construed in accordance with, the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release laws of the Mortgaged Property from State of New York. The Collateral Documents (other than the lien Mortgages) and the Intercreditor Agreement will be governed by, and construed in accordance with, the laws of the Security Instrument pursuant to Section 11.12 State of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note New York. The Mortgages will be given governed by, and construed in accordance with the Pledge Agreementlaws of the state in which the applicable Premises is located.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). (a) . This Section 12 12.12 will apply in only if the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. This If both of these conditions are met, then, subject to Section 12 12.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (bii) Section 5 of this Note is amended by adding a new paragraph at During the end Lockout Period. (iii) After the expiration of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Period. (iv) After Lender has accelerated the maturity of the Mortgaged Property from unpaid principal balance of, accrued interest on, and other amounts payable under, the lien of the Security Instrument Note pursuant to Section 11.12 11 of the Loan AgreementNote. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which Lender receives the Defeasance Notice. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made to notify Borrower of the Pledge Agreement for other rights identity of Lender as to collateral for the Indebtednessaccommodation borrower (“Successor Borrower”). (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the end thereof as follows: Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement12.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness12. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This The Issuer and Exide Parent will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes and the provisions of the Paying Agency Agreement will no longer be in effect with respect to the Notes on the 123rd day after the deposit described below if, (1) the Issuer has deposited with the Paying Agents, in trust, money and/or Federal Republic of Germany Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of the Paying Agency Agreement and the Notes, (2) the Issuer has delivered to the Paying Agents (i) either an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Issuer's exercise of its option under this Section 12 8(a) and will apply be subject to U.S. federal income tax on the same amount and in the event this Note is assigned to same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be accompanied by a REMIC trust prior ruling of the IRS to the Cut-off Date. This Section 12 will be of no same effect if this Note is assigned to or a REMIC trust on or change in applicable U.S. federal income tax law after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end date of the Section Paying Agency Agreement or a ruling directed to the Paying Agents received from the IRS to the same effect as follows: If ▇the aforementioned Opinion of Counsel and (ii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of ▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇ ▇▇ ▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇ ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release Bankruptcy Code or Section 15 of the Mortgaged Property from New York Debtor and Creditor Law, (3) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the lien giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Issuer is a party or by which the Issuer is bound, (4) if at such time the Notes are listed on a national securities exchange, the Issuer has delivered to the Paying Agents an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge, and (5) the Issuer has delivered to each Paying Agent an Officer's Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Security Instrument pursuant to Section 11.12 Issuer's obligations under the Notes and the Paying Agency Agreement have been complied with. Notwithstanding the foregoing, the Issuer's obligations in Sections 3, 4, 6, 9, 11, 12, 13, and 15 of the Loan AgreementPaying Agency Agreement shall survive until the Notes mature or are redeemed. After such deposit, all Noticesthe Paying Agents upon request shall acknowledge in writing the discharge of the Issuer's obligations under this Note, demands and other communications required or permitted the Paying Agency Agreement except for those surviving in the immediately preceding paragraph. (b) The provisions of the Notes will no longer be in effect with respect to clauses (iii) and (iv) of Section 5, the covenants contained in Section 7, Section 6(a)(3) hereof with respect to such covenants and clauses (iii) and (iv) of Section 5 and clauses (a)(4), (a)(5) and (a)(9) of Section 6 hereof shall be deemed not to be given pursuant Events of Default, upon, the deposit with the Paying Agents in trust, of money and/or Federal Republic of Germany Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to this Note will be given pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the Pledge Agreementterms of the Paying Agency Agreement and the Notes, the satisfaction of the provisions described in clauses (2)(ii), (3), (4) and (5) of the preceding section and the delivery by the Issuer to the Paying Agents of an Opinion of Counsel to the effect that, among other things, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the event the Issuer exercises its option to omit compliance with certain covenants and provisions of the Paying Agency Agreement or the Notes as described in the immediately preceding paragraph and the Notes are declared due and payable because of the occurrence of an Event of Default that remains applicable, and the amount of money and/or Federal Republic of Germany Obligations on deposit with the Paying Agents are sufficient to pay amounts due on the Notes at the time of their Stated Maturity but not sufficient to pay amounts due on the Notes at the time of the acceleration resulting from such Event of Default, the Issuer shall remain liable for such payments.

Defeasance. At any time, we may terminate all our obligations under the Notes and the Indenture (Section Applies if Loan is Assigned “legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to REMIC Trust Prior to register the Cut-off Date). (a) This Section 12 will apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on transfer or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end exchange of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a release registrar and paying agent in respect of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan AgreementNotes. If we exercise our legal defeasance option, the Indebtedness Guarantees in effect at such time will be secured by terminate. In addition, at any time we may terminate our obligations under “—Change of control” and under the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability covenants described under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement “—Certain covenants” (other than the covenant described under "—Merger and consolidation”), the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries, the judgment default provision and the Subsidiary Guarantee provision described under “—Defaults” above and the limitations contained in clause (3) of the first paragraph under “—Certain covenants—Merger and consolidation” above (“covenant defeasance”). 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 Notes may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (6), (7) (with respect only to Significant Subsidiaries) or (8) under "—Defaults” above or because of the failure of the Company to comply with clause (3) of the first paragraph under “—Certain covenants—Merger and consolidation” above. In order to exercise either of our defeasance options, we or a Guarantor must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel (subject to customary exceptions and exclusions) to the effect that holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law). The Bank of New York Mellon is to be the Trustee under the Indenture. We have appointed The Bank of New York Mellon as Registrar and Paying Agent with regard to the Notes. The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign. No director, officer, employee, incorporator or stockholder of the Company, any of its Restricted Subsidiaries or any Guarantor will have any liability under Section 6.12 or Section 10.02 for any obligations of the Loan Agreement Company, any of its Restricted Subsidiaries or any Guarantor under the Notes or the Indenture or for events that occur prior to the Defeasance Closing Dateany claim based on, whether discovered before in respect of, or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance 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 waive liabilities under the U.S. Federal securities laws, and it is the view of the SEC that such a waiver is against public policy. The Indenture and the Notes will be ▇▇▇▇▇▇’s exercise of its rights governed by, and remedies with respect to construed in accordance with, the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release laws of the Mortgaged Property from the lien State of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge AgreementNew York.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off DateDate and if the Note provides for Defeasance). (a) . This Section 12 11.12 will apply in only if the event this Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. This If both of these conditions are met, then, subject to Section 12 11.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (bii) Section 5 of this Note is amended by adding a new paragraph at During the end Lockout Period. (iii) After the expiration of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Period. (iv) After Lender has accelerated the maturity of the Mortgaged Property from unpaid principal balance of, accrued interest on, and other amounts payable under, the lien of the Security Instrument Note pursuant to Section 11.12 11 of the Note. Multifamily Loan Agreementand Security Agreement – Seniors Housing Page 70 (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which Lender receives the Defeasance Notice. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made to notify Borrower of the Pledge Agreement for other rights identity of Lender as to collateral for the Indebtednessaccommodation borrower (“Successor Borrower”). (c) Section 9 The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of this Note is amended by adding a new paragraph at the end thereof as follows: Defeasance. If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12 of the Loan Agreement11.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness11. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇Lender’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇Lender’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ Lender under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in the event this Note is assigned The Issuer may, at its option and at any time, elect to a REMIC trust prior have all of its obligations discharged with respect to the Cut-off Date. This outstanding Notes issued under the Indenture (“Legal Defeasance”) except for: (i) the rights of Holders of outstanding Notes issued thereunder to receive payments in respect of the principal of, premium, interest or additional amounts, if any, on such Notes when such payments are due from the trust referred to below; (ii) the Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust8.2(a). (b) Section 5 The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Note is amended by adding Eleventh Supplemental Indenture and the operation of Article Five of this Eleventh Supplemental Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a new paragraph at Default or Event of Default with respect to the end Notes. The Issuer may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Section as follows: Notes so defeased may not be accelerated because of an Event of Default. If ▇▇▇▇▇▇▇▇ obtains a release the Issuer exercises its Covenant Defeasance option, payment of the Mortgaged Property from the lien Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Security Instrument pursuant Issuer only), 6.1(g) (with respect to Section 11.12 Significant Subsidiaries of the Loan AgreementIssuer only) and 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Indebtedness will be secured by Trustee shall acknowledge in writing the Pledge Agreement and reference will be made to discharge of those obligations that the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessIssuer terminates. (c) Section 9 Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.6 and 8.7 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), Eleventh Supplemental Indenture shall survive such satisfaction and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessdischarge. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior The Issuer at any time may terminate all of its obligations under the Second Priority Notes and the Indenture with respect to the Cut-off Dateholders of the Second Priority Notes (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Second Priority Notes, to replace mutilated, destroyed, lost or stolen Second Priority Notes and to maintain a registrar and Paying Agent in respect of the Second Priority Notes. The Issuer at any time may terminate its obligations under the covenants described under “— Certain Covenants” for the benefit of the holders of the Second Priority Notes, the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries, the judgment default provision and the security default provisions described under “— Defaults” (but only to the extent that those provisions relate to the Defaults with respect to the Second Priority Notes) and the undertakings and covenants contained under “— Change of Control” and “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” (“covenant defeasance”) for the benefit of the holders of the Second Priority Notes. If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all of its obligations with respect to its Subsidiary Guarantee and the Security Documents so long as no Second Priority Notes are then outstanding. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Second Priority Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Second Priority Notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8), (9) or (10) under “— Defaults” or because of the failure of the Issuer to comply with clause (4) under “— Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets. ” In order to exercise its defeasance option, the Issuer must irrevocably deposit in trust (athe “defeasance trust”) This Section 12 will apply with the Trustee money or U.S. Government Obligations deemed sufficient in the event this Note is assigned opinion of a nationally recognized firm of public accountants for the payment of principal, premium (if any) and interest on the Second Priority Notes to a REMIC trust prior redemption or maturity, as the case may be, and must comply with certain other conditions, including (i) the passage of 123 days after the deposit, during which 123-day period no default occurs under clause (6) under “— Defaults” with respect to the Cut-off Date. This Section 12 will be of no effect if this Note Issuer, which default is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph continuing at the end of such period, and (ii) delivery to the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Trustee of an Opinion of Counsel to the effect that holders of the Mortgaged Property from Second Priority Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the lien same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Security Instrument pursuant to Section 11.12 Internal Revenue Service or change in applicable federal income tax law); provided that in respect of any redemption that requires the payment of the Loan AgreementApplicable Premium, the Indebtedness will amount deposited shall be secured by sufficient for purposes of the Pledge Agreement and reference will be made Indenture to the Pledge Agreement for other rights of Lender extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien date of the Security Instrument pursuant to Section 11.12 notice of redemption, with any deficit as of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment date of the Indebtedness redemption only required to be deposited with the Trustee on or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction date of the Indebtedness and redemption. Notwithstanding the performance foregoing, the Opinion of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the collateral held by ▇▇▇▇▇▇ notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Pledge Agreement as security Trustee for the Indebtedness. (d) Section 21(a) giving of this Note is amended notice of redemption by adding a new paragraph the Trustee in the name, and at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release expense, of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge AgreementIssuer.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This On any date after the expiration of the Lockout Period, provided no Event of Default has occurred and is then continuing and subject to the notice requirement described in Section 12 will apply 2.1(d), Borrower may from time to time obtain the release of one or more of the Properties from the Liens of the Loan Documents by Defeasing either the entire Loan, or a portion of the Loan equal to the sum of the Release Prices of the Properties so released, provided that after giving effect thereto, unless the Loan is Defeased in full, the DSCR for the Test Period then most recently ended, recalculated to include only income and expense attributable to the Properties remaining after the contemplated release and to exclude the interest expense on the aggregate amount Defeased, shall be no less than the DSCR Threshold; and provided further that all sums then due to Lender under the Loan Documents are paid and the following are delivered to Lender: (i) Defeasance Collateral sufficient to provide payments on or prior to, and in any event as close as possible to, all successive Payment Dates in an amount sufficient (x) to pay the interest due on such Payment Dates in respect of a portion of the Loan equal to the amount Defeased and (y) to repay the outstanding principal balance of such portion of the Loan on the first Payment Date in the event this Note Prepayment Period; (ii) written confirmation from an independent certified public accounting firm reasonably satisfactory to Lender that such Defeasance Collateral is assigned sufficient to provide the payments described in clause (i) above; (iii) a security agreement, in form and substance reasonably satisfactory to Lender, creating in favor of Lender a first priority perfected security interest in such Defeasance Collateral (a “Defeasance Pledge Agreement”); (iv) an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to Lender, opining (1) that the Defeasance Pledge Agreement has been duly authorized and is enforceable against Borrower in accordance with its terms and that Lender has a perfected first priority security interest in such Defeasance Collateral; and (2) that the Defeasance does not constitute a “significant modification” of the Loan under Section 1001 of the Code or cause a tax to be imposed on the Securitization Vehicle; (v) if the Loan has been securitized, the Rating Condition with respect to such Defeasance shall have been satisfied; | NY\1631294.13 mle ▇▇ ▇▇▇▇ Loan Agreement|| (vi) instruments reasonably satisfactory to Lender releasing and discharging or assigning to a REMIC trust third party Lender’s Liens on the Collateral so released (other than the Defeasance Collateral); (vii) such other customary certificates, opinions, documents or instruments as Lender and the Rating Agencies may reasonably request; and (viii) reimbursement for any costs and expenses incurred by Lender in connection with this Section 2.1 (including, without limitation, Rating Agency and Servicer fees and expenses, reasonable fees and expenses of legal counsel and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection herewith), provided, however, that Borrower shall only be obligated to pay Servicer fees up to (i) $30,000 if the Loan is Defeased in full (without any prior partial Defeasance), (ii) $10,000 if the Loan is Defeased in part for each partial Defeasance, or (iii) if the Loan is Defeased in full after one or more previous partial Defeasances, the greater of (x) $30,000 in the aggregate for all partial and full Defeasances, or (y) the sum of $10,000 multiplied by the total number of partial and full defeasances. Lender shall reasonably cooperate with Borrower to avoid the Cut-off Date. This Section 12 will be incurrence of no effect if this Note is assigned to mortgage recording taxes in connection with a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trustDefeasance at Borrower’s sole cost and expense. (b) Section 5 If the Loan is not Defeased in full, Borrower shall execute and deliver all documents necessary to amend and restate the Note with two substitute Notes (which shall be cross-defaulted with each other): one note having a principal balance equal to the Defeased portion of the original Note (the “Defeased Note”) and one note having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”). The Undefeased Notes may be the subject of a further Defeasance in accordance with the terms of this Note is amended by adding a new paragraph at Section 2.1 (the end of the term “Note”, as used in this Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant 2.1, being deemed to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made refer to the Pledge Agreement for other rights Undefeased Note that is the subject of Lender as to collateral for the Indebtednessfurther Defeasance). (c) Section 9 of this Borrower shall cause the Defeased Note is amended to be assumed by adding a new paragraph at the end thereof as follows: If bankruptcy-remote entity established or designated by Borrower obtains a release in accordance with Lender’s reasonable requirements and subject to Lender’s reasonable approval, to which Borrower shall transfer all of the Mortgaged Property from the lien Defeasance Collateral (a “Defeasance Borrower”). Such Defeasance Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably satisfactory to Lender, such Uniform Commercial Code financing statements as may be reasonably requested by Lender and legal opinions of the Security Instrument pursuant counsel reasonably acceptable to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events Lender that occur prior are substantially equivalent to the Defeasance opinions delivered to Lender on the Closing Date, whether discovered before or after including, without limitation, new nonconsolidation opinions reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and Borrower and the Defeasance Closing Date)Borrower shall have delivered such other documents, certificates and legal opinions as Lender shall reasonably request. | NY\1631294.13 mle ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇ ▇▇▇▇ under the Pledge Agreement as security for the Indebtedness.Loan Agreement|| (d) Borrower must give Lender and each Rating Agency at least 30 days’ (and not more than 60 days’) prior written notice of any Defeasance under this Section 21(a2.1, specifying the date on which the Defeasance is to occur. If such Defeasance is not made within seven days after such date (x) Borrower’s notice of this Note is amended Defeasance will be deemed rescinded, and (y) Borrower shall on such date pay to Lender all reasonable losses, costs and expenses suffered by adding Lender as a new paragraph at the end consequence of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release such rescission. (e) Upon satisfaction of the Mortgaged requirements contained in this Section 2.1, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and approved by Lender, as shall be necessary to release the applicable Property or Properties from the lien of the Security Instrument pursuant to Section 11.12 Liens of the Loan Agreement, all Notices, demands Documents or to assign the applicable portion of such Liens and other communications required or permitted the Defeased portions of the Note to be given pursuant a third party to this Note will be given in accordance with the Pledge Agreementextent necessary to avoid the incurrence of mortgage recording taxes.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in Conditions to Defeasance. Provided no Event of Default shall be continuing, Borrowers shall have the event this Note is assigned to a REMIC trust right on any Payment Date after the Release Date and prior to the CutPermitted Prepayment Date to voluntarily defease the entire amount of the Principal (a “Full Defeasance”) or a portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, a “Defeasance”) by providing Lender with the Defeasance Collateral (a “Defeasance Event”), subject to the satisfaction of the following conditions precedent: (1) Borrowers shall give Lender not less than thirty (30) days prior written notice specifying a Payment Date (the “Defeasance Date”) on which the Defeasance Event is to occur; (2) Borrowers shall pay to Lender (A) all payments of Principal and interest due on the Loan to and including the Defeasance Date and (B) all other sums, then due under the Note, this Agreement and the other Loan Documents; (3) Borrowers shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of subsections (b) and (c) of this Section 2.3.3; (4) Borrowers shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (5) Borrowers shall deliver to Lender an opinion of counsel for Borrowers that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral, (ii) if a securitization has occurred, the REMIC Trust formed pursuant to such securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of a Defeasance Event pursuant to this Section 2.3.3, (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 and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law and (v) a non-off Dateconsolidation opinion with respect to the Successor Borrower; (6) In the case of a Partial Defeasance, the execution and delivery by Borrowers of all necessary documents to amend and restate the Note and issue two substitute notes: one having a principal balance equal to the defeased portion of the original Note (the “Defeased Note”) and the other having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”). This 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 12 2.3.3 have been satisfied; (9) Borrowers shall deliver a certificate of a “big four” or other nationally recognized public accounting firm acceptable to Lender certifying that the Defeasance Collateral will be generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (10) Borrowers shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (11) Borrowers shall pay all costs and expenses of no effect if this Note is assigned to a REMIC trust on or after Lender incurred in connection with the Cut-off Date or if this Note is not assigned to a REMIC trustDefeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) Section 5 of this Note is amended by adding a new paragraph Defeasance Collateral Account. On or before the date on which Borrowers deliver the Defeasance Collateral, Borrowers shall open at any Eligible Institution the end of defeasance collateral account (the Section “Defeasance Collateral Account”) which shall at all times be an Eligible Account. The Defeasance Collateral Account shall contain only (i) Defeasance Collateral, and (ii) cash from interest and principal paid on the Defeasance Collateral. All cash from interest and principal payments paid on the Defeasance Collateral shall be paid over to Lender on each Payment Date and applied first to accrued and unpaid interest and then to Principal. Any cash from interest and principal paid on the Defeasance Collateral not needed to pay accrued and unpaid interest or Principal shall be retained in the Defeasance Collateral Account as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to additional collateral for the Indebtedness. (c) Section 9 of this Note Loan. Borrowers shall cause the Eligible Institution at which the Defeasance Collateral is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument deposited to enter an agreement with Borrowers and Lender, satisfactory to Lender in its sole discretion, pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior which such Eligible Institution shall agree to hold and distribute the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given Collateral in accordance with this Agreement. The Successor Borrower shall be the Pledge Agreementowner of the Defeasance Collateral Account and shall report all income accrued on Defeasance Collateral for federal, state and local income tax purposes in its income tax return. Borrowers shall prepay all cost and expenses associated with opening and maintaining the Defeasance Collateral Account. Lender shall not in any way be liable by reason of any insufficiency in the Defeasance Collateral Account.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will shall apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will shall be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trustDate. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section thereof as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 44 of the Loan AgreementSecurity Instrument, the Indebtedness will shall be secured by the Pledge Agreement and reference will shall be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 44 of the Loan AgreementSecurity Instrument, Borrower will shall have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 18 of the Loan Agreement Security Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will shall be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection thereof as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 44 of the Loan AgreementSecurity Instrument, all Notices, demands and other communications required or permitted to be given pursuant to this Note will shall be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior A) TOTAL DEFEASANCE, (i) Borrowers shall have the right at any time after the Release Date and prior to the Cut-off Date).First Open Payment Date to obtain a release of the Lien of the Mortgage encumbering the Properties (a "Total Defeasance") upon satisfaction of the following conditions: (a) This Borrowers shall provide Lender at least thirty (30) days' prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date (the "Defeasance Date") on which Borrower shall have satisfied the conditions in this Section 12 will apply in 2.3(A) and on which it shall effect the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust.Total Defeasance; (b) Section 5 Borrowers shall pay to Lender (A) all payments of interest due on the Loan to and including the Defeasance Date and (B) all other sums, then due under the Note, this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by Mortgage and the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness.Loan Documents; (c) Section 9 Borrowers shall irrevocably deposit the Total Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Note is amended by adding Sections 2.3(C) and (D) hereof; (d) Borrowers shall execute and deliver to Lender a new paragraph at the end thereof as follows: If Borrower obtains a release Security Agreement in respect of the Mortgaged Property from Defeasance Collateral Account and the lien Total Defeasance Collateral; (e) Borrowers shall deliver to Lender an opinion of counsel for Borrowers that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (v) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Total Defeasance Collateral, (w) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Security Instrument Code as a result of the defeasance pursuant to this Section 11.12 2.3(A), (x) a defeasance pursuant to this Section 2.3(A) will not result in a deemed exchange for purposes of the Loan Agreement, Borrower Code and will have no personal liability under this Note or not adversely affect the Pledge Agreement for the repayment status of the Indebtedness or Note as indebtedness for federal income tax purposes, (y) delivery of the performance Total Defeasance Collateral and the grant of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability a security interest therein to Lender shall not constitute an avoidable preference under Section 6.12 or Section 10.02 547 of the Loan Agreement for events that occur prior Bankruptcy Code or applicable state law and (z) if and to the Defeasance Closing Dateextent required by the Rating Agencies, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies a non-consolidation opinion with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness.Successor Borrower; (df) Section 21(a) In the event Certificates have been issued in connection with the Securitization of this Note is amended by adding the Loan, Borrowers shall deliver to Lender a new paragraph at confirmation in writing from the end of applicable Rating Agencies to the effect that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a the release of the Mortgaged Property Properties from the lien Lien of the Security Instrument pursuant to Mortgage as contemplated by this Section 11.12 2.3(A) and the substitution of the Loan AgreementDefeasance Collateral will not result in a downgrading, all Notices, demands and other communications required withdrawal or permitted qualification of the respective ratings in effect immediately prior to be given pursuant to this Note will be given such defeasance for the Certificates issued in accordance connection with the Pledge AgreementSecuritization which are then outstanding; (g) Borrowers shall deliver an officer's certificate certifying that the requirements set forth in this Section 2.3(A) have been satisfied; (h) Borrowers shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Total Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (i) Borrowers shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (j) Borrowers shall pay all reasonable costs and expenses of Lender incurred in connection with the defeasance, including Lender's reasonable attorneys' fees and expenses and Rating Agency fees and expenses.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Article 13 of the Base Indenture, relating to Legal Defeasance and Covenant Defeasance, shall apply to the Notes; provided, however, that for purposes of Section 12 will apply 13.3 of the Base Indenture as it applies to the Notes, the covenants set forth in Sections 6.02 and 6.03 hereof (and the related Events of Default) shall also be subject to covenant defeasance, as provided in the event this Note is assigned to a REMIC trust prior Base Indenture, in addition to the Cut-off Date. This covenants specified in such Section 12 will be of no effect if 13.3, as modified by this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trustSupplemental Indenture. (b) Solely for purposes of the Notes, Section 5 13.3 of this Note the Base Indenture is hereby amended by adding a new paragraph at (1) replacing the end of phrase “the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of Issuer shall be released from its obligations” in the Mortgaged Property first sentence with the phrase “the Issuer and the Guarantors shall be released from their respective obligations” and (2) replacing the lien of phrase “the Security Instrument pursuant to Section 11.12 of Issuer may omit” in the Loan Agreement, second sentence with the Indebtedness will be secured by phrase “the Pledge Agreement Issuer and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessGuarantors may omit.” (c) Solely for purposes of the Notes, Section 9 13.4(1) of this Note the Base Indenture is hereby amended by adding a new paragraph at replacing the end thereof as follows: If Borrower obtains a release of phrase “The Issuer shall irrevocably” with the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note phrase “The Issuer or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the IndebtednessGuarantors shall irrevocably.” (d) Solely for purposes of the Notes, Section 21(a13.4(1) of this Note the Base Indenture is hereby amended by adding the phrase “a new paragraph at nationally recognized investment bank, or a nationally recognized appraisal or valuation firm” after “a nationally recognized firm of independent public accountants.” (e) Solely for purposes of the end Notes, Section 13.4(2) of that subsection the Base Indenture is hereby amended and restated in its entirety as follows: If ▇▇▇▇▇▇▇▇ obtains In the event of an election under Section 13.2, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a release ruling, or (B) since the date of execution of this instrument, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, subject to customary assumptions and exclusions, the Holders of such Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the Mortgaged Property from the lien deposit, Legal Defeasance and discharge to be effected with respect to such Securities. (f) Solely for purposes of the Security Instrument pursuant to Notes, Section 11.12 13.4(3) of the Loan AgreementBase Indenture is hereby amended and restated in its entirety as follows: In the event of an election under Section 13.3, all Noticesthe Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, demands subject to customary assumptions and other communications required exclusions, the Holders of such Securities will not recognize income, gain or permitted loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be given pursuant effected with respect to this Note will be given such Securities. (g) Solely for purposes of the Notes, Section 13.5 of the Base Indenture is hereby amended by replacing the phrase “pay to the Issuer from time to time” in accordance the third paragraph with the Pledge Agreementphrase “pay to the Issuer or the Parent, as applicable, from time to time.” (h) Solely for purposes of the Notes, Section 13.6 of the Base Indenture is hereby amended by replacing the phrase “from which the Issuer has been discharged” with the phrase “from which the Issuer and the Guarantors have been discharged.”

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior a) At any time prior to the CutARD Prepayment Date for any Outstanding Series of Term Notes with the latest Anticipated Repayment Date (such Payment Date, the “Defeasance Payment Date”), the Issuer may obtain the release from all covenants of this Base Indenture relating to ownership and operation of the Fiber Network Assets by delivering United States government securities that provide for payments on each Payment Date which replicate the required payments and scheduled Targeted Amortization Amounts, if any, due under the Transaction Documents with respect to all of the Notes then Outstanding, including the Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee, the Verification Agent Fee and any other amounts due and owing to the Verification Agent, Servicing Fees, Workout Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, the Back-off Up Manager Fees and any other amounts due and owing to the Back-Up Manager, if any, through the Defeasance Payment Date for each Series of Notes (including payment in full of the principal of the Notes on the related Defeasance Payment Date).; provided that (i) no Event of Default has occurred and is continuing; (ii) the Issuer shall pay or deliver on the date of such defeasance (the “Defeasance Date”) (a) This Section 12 will apply all interest accrued and unpaid on the Outstanding Class Principal Balance of each Class of Notes to but not including the Defeasance Date (and, if the Defeasance Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (b) all other sums then due under each Class of Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) U.S. government securities providing for payments equal to the Scheduled Defeasance Payments; and (iii) a notice shall have been delivered to the Rating Agencies. In addition, the Issuer shall deliver to the Indenture Trustee (1) a security agreement granting the Indenture Trustee for the benefit of the Secured Parties a first priority perfected security interest in the event this Note is assigned to a REMIC trust prior U.S. government securities so delivered by the Issuer, (2) an Opinion of Counsel as to the Cut-off Dateenforceability and perfection of such security interest and (3) a confirmation by an Independent certified public accounting firm that the U.S. government securities so delivered are sufficient to pay the Scheduled Defeasance Payments. This Section 12 will The Issuer, pursuant to the security agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trustIssuer under the Notes and the other Transaction Documents. (b) Section 5 of this Note is amended by adding If the Asset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Issuer shall establish or designate a new paragraph special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee (acting at the end written direction of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains Servicer), with respect to which a release substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee (consistent with the prior non-consolidation Opinion of Counsel most recently delivered to the Indenture Trustee) has been delivered to the Indenture Trustee and to transfer to that entity the pledged U.S. government securities. The new entity shall assume the obligations of the Mortgaged Property from Issuer under the lien Notes being defeased and the security agreement and the Obligors and the Guarantor shall be relieved of their obligations in respect thereof under the Security Instrument pursuant Transaction Documents. The Issuer shall pay $10.00 to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement such new entity as consideration for other rights of Lender as to collateral for the Indebtednessassuming such obligations. (c) If the Issuer satisfies the requirements of Section 9 2.11(a) to defease the Notes and delivers to the Indenture Trustee an Officer’s Certificate of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains Issuer and an Opinion of Counsel in compliance with Section 15.01, the Indenture Trustee shall promptly execute, acknowledge and deliver to the Obligors a release of the Mortgaged Property from Collateral under the lien applicable Transaction Documents in recordable form to the extent applicable for such release; provided that the Obligors shall, at their sole expense, prepare any and all documents and instruments necessary to effect such release, all of which shall be subject to the reasonable approval of the Security Instrument pursuant to Section 11.12 Indenture Trustee, and the Obligors shall pay all costs reasonably incurred by the Indenture Trustee (including reasonable attorneys’ fees and disbursements) in connection with the review, execution and delivery of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior documents and instruments necessary to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of effect such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessrelease. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 10.27 will apply in only if the event this Note provides for the option to defease the Loan (“Defeasance”) and the Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 . (a) Borrower will be not have the right to obtain a Defeasance at any of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (bii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 5 of the Note. (b) If the Note provides for Defeasance and it is assigned to a REMIC trust prior to the Cut-off Date, then, subject to Sections 10.27(a), 10.27(e), and 10.27(f) of this Note is amended by adding Loan Agreement, Borrower will have the right to a new paragraph at Defeasance and to obtain the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien Lien of the Security Instrument pursuant to Section 11.12 upon the satisfaction of each of the Loan Agreementfollowing conditions: (i) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which Lender receives the Defeasance Notice. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made to notify Borrower of the Pledge Agreement for other rights identity of Lender as to collateral for the Indebtednessaccommodation borrower (“Successor Borrower”). (cii) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at the end thereof as follows: If Borrower obtains a release $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of the Mortgaged Property from Defeasance. If Lender does not receive the lien Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (iii) No Event of Default has occurred and is continuing. (iv) Borrower delivers each of the Security Instrument following documents to Lender, in form and substance satisfactory to Lender, on or prior to the Defeasance Closing Date, unless Lender has issued a written waiver of its right to receive any such document: (A) One or more opinions of counsel for Borrower confirming each of the following: (1) Lender has a valid and perfected first Lien and first priority security interest in the Defeasance Collateral and the proceeds of the Defeasance Collateral. (2) The Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with its terms. (3) That each of the following is correct: (I) The Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time). (II) The qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance. (III) That there will be no imposition of a tax under applicable REMIC provisions as a result of the Defeasance. (4) That the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder. (B) A written certificate from an independent certified public accounting firm acceptable to Lender, confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date. (C) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender. (D) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), pursuant to Section 11.12 which Borrower and any Guarantor (in each case, subject to satisfaction of the all requirements under this Loan Agreement) will be relieved from liability in connection with the Loan, Borrower will have no personal subject to continuing liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section Sections 6.12 or Section and 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date, and Successor Borrower will assume all remaining obligations. (E) Forms of all documents necessary to release the Mortgaged Property from the Liens created by the Security Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the Property Jurisdiction. (F) Any other opinions, certificates, documents or instruments that Lender may request. (v) Borrower will deliver to Lender, on or prior to the Defeasance Closing Date, each of the following: (A) The Defeasance Collateral, which meets all the following requirements: (1) It is owned by Borrower, free and ▇▇▇▇▇▇clear of all Liens and claims of third-parties. (2) It is in an amount sufficient to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date, and (B) delivery of redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). (3) All redemption payments received from the Defeasance Collateral will be paid directly to Lender to be applied on account of the Scheduled Debt Payments occurring after the Defeasance Closing Date. (4) The pledge of the Defeasance Collateral will be effected through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws. (B) All accrued and unpaid interest and all other sums due under the Note, this Loan Agreement and under the other Loan Documents, including all amounts due under Section 10.23(­­b)(vi), up to the Defeasance Closing Date. (vi) Borrower will pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s only recourse issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include all fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance (including Attorneys’ Fees and Costs for the satisfaction review and preparation of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for and of the Indebtednessother materials described in this Loan Agreement and any related documentation, Rating Agencies’ fees, or other costs related to the Defeasance). Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates that Lender will incur in connection with the Defeasance. (c) No Transfer Fee will be payable to Lender upon a Defeasance made in accordance with this Section 10.23. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications All payments required or permitted to be given made by Borrower to Lender pursuant to this Note Section 10.23 will be given made by wire transfer of immediately available funds to the account(s) designated by Lender in accordance with its acknowledgement of the Pledge AgreementDefeasance Notice. (e) If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 10.23(f), Borrower will be released from all further obligations under this Section 10.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This In the event Borrower exercises its option to defease the Loan pursuant to Section 12 will apply 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) the delivery by Borrower of not less than 30 days' prior written notice to Lender specifying a regularly scheduled Payment Date (the "Defeasance Date") on which the Defeasance Deposit is to be made and the principal amount to be defeased; (ii) the payment to Lender of all scheduled interest and principal payments due and unpaid on the Defeasance Date; (iii) 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, the Mortgages and the other Loan Documents; (iv) with respect to defeasance of the Loan pursuant to Section 2.7(a) only, payment of all other amounts due under the Related Mortgage; (v) the payment to Lender of the Defeasance Deposit on the Defeasance Date; (vi) the delivery to Lender of: (A) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased on behalf of Borrower with the Defeasance Deposit in accordance with this provision of this Section 8.30 (the "Security Agreement"); 104 100 (B) with respect to defeasance of the Loan in whole pursuant to Section 2.6 only, releases for each of the Individual Properties from the Liens of the Related Mortgages, the Assignments of Leases, the Assignments of Agreements and UCC-1 financing statements (for execution by Lender) in forms appropriate for the jurisdiction in which each Individual Property is located; (C) with respect to defeasance of the Loan pursuant to Section 2.7(a) only, the releases described in Section 2.11(a) (for execution by Lender) in forms appropriate for the jurisdiction in which the applicable Individual Property is located; (D) an Officer's Certificate certifying that the requirements set forth in this Section 8.30 have been satisfied; (E) an opinion of counsel for Borrower in form reasonably satisfactory to Lender stating, among other things, that Lender has a perfected security interest in the event this Note is assigned Defeasance Deposit and a first priority perfected security interest in the U.S. Obligations purchased by Lender on behalf of Borrower; and (F) such other certificates, documents or instruments as Lender may reasonably request, including, without limitation, an opinion of counsel for Borrower in form reasonably satisfactory to Lender stating that such defeasance shall not affect the REMIC status of the REMIC Trust, and any other certificates, documents or instruments reasonably required in connection with a REMIC trust Securitization; and (vii) Lender shall have received confirmation in writing from the applicable Rating Agencies that such defeasance will not result in a qualification, withdrawal or downgrading of the ratings in effect immediately prior to such defeasance for any of the CutCertificates 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-off Datein-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. This Section 12 will 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 no effect if this Note is assigned to a REMIC trust on or after Borrower under the Cut-off Date or if this Note is not assigned to a REMIC trustNote. (b) Section 5 of this Note is amended by adding a new paragraph at the end With respect to defeasance of the Loan in whole pursuant to Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release 2.6, upon compliance with the requirements of Section 8.30(a), (i) the Mortgaged Property shall be released from the lien liens of the Security Instrument Mortgages, the Assignments of Leases, the Assignments of Agreements and the UCC-1 financing statements and (ii) the pledged U.S. Obligations shall be the sole source of collateral securing the Note. With respect to a defeasance to prepay the Loan pursuant to Section 11.12 2.7(a), upon compliance with the requirements of Section 8.30(a) the Loan Agreement, the Indebtedness will applicable Individual Property or Properties shall be secured by the Pledge Agreement and reference will be made released pursuant to the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSection 2.11(a). (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release Any portion of the Mortgaged Property from the lien Defeasance Deposit in excess of the Security Instrument pursuant amount necessary to purchase the U.S. Obligation required by Section 11.12 8.30(a) or to satisfy the other requirements of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior 8.30(a) shall be remitted to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the IndebtednessBorrower. (d) Section 21(aBorrower shall have the right to assign to Lender (or, at Lender's option, to Lender's designee or nominee) of this Note is amended by adding a new paragraph at and Lender (or such designee or nominee) shall have the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of obligation to assume, the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of obligations under the Loan Agreement, all Notices, demands and other communications required or permitted Documents relating to be given pursuant to this Note will be given in accordance with the Pledge Agreement.principal amount so defeased. [signature page follows] 106

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) . This Section 12 12.12 will apply in if the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This , and, subject to Section 12 12.12(a) and (c), Borrower will be have the right to defease the Loan in whole (“Defeasance”) and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (bii) Section 5 of this Note is amended by adding a new paragraph at During the end Lockout Period. (iii) After the expiration of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Period. (iv) After Lender has accelerated the maturity of the Mortgaged Property from unpaid principal balance of, accrued interest on, and other amounts payable under, the lien of the Security Instrument Note pursuant to Section 11.12 11 of the Loan AgreementNote. (b) Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which the Defeasance Notice is received by Lender. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSuccessor Borrower. (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (“Defeasance Fee”). If Lender does not receive the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to Section 11.12 of the Loan Agreement, Borrower that Defeasance Notice will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessterminate. (di) Section 21(a) of If Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations under this Note is amended by adding a new paragraph at Section, Lender will have the end of that subsection right to retain the Defeasance Fee as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.liquidated damages for Borrower’s default and,

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the CutAt any time from and after December 1, 2008, so long as no monetary default, material non-off Date). (a) This Section 12 will apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be monetary default or Event of no effect if this Note is assigned to a REMIC trust on Default hereunder or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end under any of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a other Loan Documents is then continuing, Borrower may obtain the release of the Mortgaged Property Projects from the lien of the Security Instrument pursuant Documents upon the satisfaction of the following conditions precedent ("Defeasance"): (a) not less than thirty (30) days prior written notice to Section 11.12 Lender specifying the first day of a calendar month (or if not a Business Day, the first Business Day of such calendar month) (the "Release Date") on which the Defeasance Deposit (hereinafter defined) is to be made; (b) the payment to Agent on the Release Date of interest accrued and unpaid on the principal balance of the Loan Agreement, to and including the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness.Release Date; (c) the payment to Agent on the Release Date of all other sums, not including scheduled interest or principal payments, due under the Note, the Mortgages and the other Loan Documents; (d) the payment to Agent on the Release Date of the Defeasance Deposit and a $2,500 non-refundable processing fee; (e) the delivery by Borrower to Agent at Borrower's sole cost and expense of: (i) a 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 9 2.9 (the "Security Agreement"); (ii) releases of the Projects from the lien of the Mortgages (for execution by Lender) in a form appropriate for the jurisdiction in which the Projects are located and otherwise acceptable to Agent; (iii) 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 interest 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 Lender, certifying the amount of U.S. Obligations required to be purchased with the Defeasance Deposit in order to generate sufficient sums to satisfy the obligations of Borrower under this Agreement, the Note and this Section 2.9 as and when such obligations become due. In connection with the conditions set forth above, Borrower hereby appoints Agent as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase or cause to be purchased U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled Payment Dates after the Release Date upon which interest and principal payments are required under this Agreement and the Note, including the amounts due on the Maturity Date, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note plus Agent's reasonable estimate of administrative expenses and applicable federal income taxes associated with or to be incurred by the Successor Borrower during the remaining term of, and applicable to, the Loan (the "Scheduled Defeasance Payments"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to Agent and applied to satisfy the obligations of Borrower under this Agreement, the Note and this Section 2.9. Upon compliance with the requirements of this Note is amended by adding a new paragraph at Section 2.9, the end thereof as follows: If Borrower obtains a release of the Mortgaged Property Projects shall be released from the lien of the Security Instrument pursuant to Section 11.12 Documents and the pledged U.S. Obligations shall be the sole source of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for collateral securing the repayment of the Indebtedness or for Loan and the performance Note. Any portion of any other the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by the preceding paragraph and to otherwise satisfy the Borrower's obligations of Borrower under this Note or Section 2.9 shall be remitted to Borrower with the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property Projects from the lien of the Security Instrument Documents. In connection with such release, a successor entity meeting Agent's then applicable single purpose entity requirements and otherwise acceptable to Agent, adjusted, as applicable, for the Defeasance contemplated by this Section 2.9 (the "Successor Borrower"), shall be established by Borrower subject to Agent's approval (or at Agent's option, by Agent) and Borrower shall transfer and assign all obligations, rights and duties under and to the Note together with the pledged U.S. Obligations to such Successor Borrower pursuant to Section 11.12 an assignment and assumption agreement in form and substance satisfactory to Lender (the "Assignment Agreement"). Such Successor Borrower shall assume the obligations under the Note, the Security Agreement and the other Loan Documents and Borrower shall be relieved of the Loan Agreementits obligations thereunder, all Notices, demands and other communications except (i) that Borrower shall be required or permitted to be given perform its obligations pursuant to this Note will Section 2.9, including maintenance of the Successor Borrower, if applicable, and (ii) for those obligations of Borrower which expressly survive repayment of the Loan. Borrower shall pay $1,000.00 to any such Successor Borrower as consideration for assuming the obligations under the Note, the Security Agreement and the other Loan Documents pursuant to the Assignment Agreement. Borrower shall pay all reasonable costs and expenses incurred by Agent and Lender in connection with this Section 2.9, including Agent's and Lender's reasonable attorneys' fees and expenses, and any administrative and tax expenses associated with or incurred by the Successor Borrower, which amounts shall, as set forth above, be given in accordance with included when calculating the Pledge Agreement.amount of the Defeasance Deposit. For purposes of this Section 2.9, the following terms shall have the following meanings:

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the right at any time after the Release Date to voluntarily defease the entire Loan and obtain a release of the lien of the Mortgage by providing Lender with the Defeasance Collateral (hereinafter, a “Defeasance Event”), subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days prior written notice (or such shorter period of time if permitted by Lender in its reasonable discretion) specifying a date (the “Defeasance Date”) on which the Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Defeasance Date (including, without limitation, interest accrued but not paid or payable through and including the Defeasance Date, if any) and (B) all other sums, then due under the Note, this Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Sections 2.5.3 and 2.5.4 hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) Borrower shall deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the event Defeasance Collateral Account and the Defeasance Collateral, (B) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of a Defeasance Event pursuant to this Section 2.5.1, (C) the Defeasance Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Note is assigned to as indebtedness for federal income tax purposes and (D) a REMIC trust prior non consolidation opinion with respect to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust.Successor Borrower; (bvi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 5 2.5.1 and in Sections 2.5.3 and 2.5.4 have been satisfied; (viii) Borrower shall deliver a certificate of this Note is amended by adding a new paragraph at the end of the Section as follows: If G▇▇▇▇ ▇▇▇▇▇▇▇▇ obtains or a release “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (x) Borrower shall pay all third-party, out-of-pocket costs and expenses of Lender actually incurred in connection with the Mortgaged Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) If Borrower has elected to defease the Note and the requirements of this Section 2.5 have been satisfied, the Property shall be released from the lien of the Security Instrument Mortgage and the other Loan Documents and the Defeasance Collateral pledged pursuant to Section 11.12 the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the Loan AgreementLien, the Indebtedness will be secured by the Pledge Agreement and reference will be made Borrower shall submit to Lender, not less than fifteen (15) days prior to the Pledge Agreement for other rights of Defeasance Date (or such shorter time as is acceptable to Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains in its reasonable discretion), a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the Mortgaged jurisdiction in which the Property from is located. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the lien of the Security Instrument pursuant to Mortgage, including Lender’s reasonable attorneys’ fees actually incurred. Except as set forth in this Section 11.12 2.5 or Section 11.33 hereof, no repayment, prepayment or defeasance of all or any portion of the Loan AgreementNote shall cause, Borrower will have no personal liability under this Note give rise to a right to require, or otherwise result in, the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien Lien of the Security Instrument pursuant to Section 11.12 of Mortgage on the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge AgreementProperty.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in the event this Note is assigned to a REMIC trust At any time prior to the Cut-off Date. This Section 12 will be of no effect if this Note first Payment Date that is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. three (b3) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur months prior to the Defeasance Closing Maturity Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of Borrowers may defease the Loan Agreementat any time, all Noticesin whole or, demands and other communications required or permitted from time to be given pursuant to this Note will be given time, in part in accordance with the Pledge 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, any costs incurred in connection with a defeasance. (C) No Event of Default shall have occurred and be continuing unless, in connection with such defeasance, the Release of one or more Properties which are the subject of a proposed defeasance will cure such Event of Default. (D) The Borrowers shall (i) deliver Federal Obligations sufficient to make the Scheduled Defeasance Payments to Lender (ii) deliver to Lender (1) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the Federal Obligations purchased by Borrowers in accordance with the terms of this Section 11.3 (the "Security Agreement"); (2) deliver to Lender an Officer's Certificate certifying that the requirements set forth in this Section 11.3 have been satisfied; (3) deliver to Lender an opinion of counsel for the Borrowers in form and substance reasonably satisfactory to Lender stating, among other things, that Lender has a first priority perfected security interest in the Federal Obligations; (4) if only a portion of the 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 Note (the "Defeased Note") and one note having a principal balance equal to the undefeased portion of the Note (the "Undefeased Note"), with a balloon payment on the Defeased Note due on the first Payment Date that occurs three (3) months prior to the Maturity Date; (5) deliver to Lender a certificate, in form and substance reasonably satisfactory to Lender from an independent certified public accountant confirming that the requirements of this Section 11.3 have been satisfied; and (6) deliver to Lender such other certificates, documents, opinions or instruments as Lender may reasonably request. 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) Lender shall have received a Rating Confirmation. (F) If the Borrowers 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"), with respect to which a substantive nonconsolidation opinion satisfactory to Lender has been delivered to Lender and the Borrowers shall transfer and assign to the Successor Borrowers all obligations, rights and duties under the Note and the Security Agreement, together with the pledged Federal Obligations. The Successor Borrowers shall assume the obligations of the Borrowers under the Note and the Security Agreement and the Borrowers shall be relieved of its obligations hereunder and thereunder. The Borrowers shall pay Ten and No/100 Dollars ($10.00) to the Successor Borrowers as consideration for assuming such Borrowers obligations.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in In the event this Note is assigned to a REMIC trust that prior to the CutOptional Prepayment Date, either Borrower exercises its option to defease its Note pursuant to Section 2.6 or is obligated to make a mandatory defeasance pursuant to Section 2.7(a), such Borrower shall defease the Loan in compliance with the following conditions precedent: (i) the delivery by such Borrower of not less than 10 Business Days' prior written notice to Lender specifying a regularly scheduled Payment Date (the "Defeasance Date") on which the Defeasance Deposit is to be made and the principal amount to be prepaid by defeasance; (ii) the payment to Lender of all scheduled interest at the Base Interest Rate and principal payments due and unpaid on the Defeasance Date; (iii) 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 applicable Note, the Mortgages, the Second Mortgages and the other Loan Documents; (iv) with respect to defeasance of the Loan pursuant to Section 2.7(a) only, payment of all other amounts due under the Related Mortgages; (v) the payment to Lender of the Defeasance Deposit on the Defeasance Date; and (vi) the delivery to Lender of: (A) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Treasuries purchased on behalf of either Borrower with the Defeasance Deposit in accordance with this provision of this Section 8.30 (the "Security Agreement"); (B) with respect to defeasance of the Loan in whole pursuant to Section 2.6 only, releases for each of the Individual Properties from the Liens of the Related Mortgages, the Assignments of Leases, the Second Assignments of Leases, the Assignments of Agreements, the Second Assignments of Agreements and UCC-1 financing statements (for execution by Lender) in forms appropriate for the jurisdiction in which each Individual Property is located; (C) with respect to defeasance of the Loan pursuant to Section 2.7(a) only, the releases described in Section 2.11(a) (for execution by Lender) in forms appropriate for the jurisdiction in which the applicable Individual Property is located; (D) an Officer's Certificate certifying that the requirements set forth in this Section 8.30 have been satisfied; (E) an opinion of counsel for Borrower in form satisfactory to Lender stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Treasuries purchased by Lender on behalf of Borrower and (2) any REMIC formed pursuant to the Securitization will not fail to maintain its REMIC status for federal income tax purposes as a result of such defeasance; and (F) such other certificates, documents or instruments as Lender may reasonably request, including, without limitation, those reasonably required in connection with a Securitization, including, without limitation, notice to the Rating Agencies of any defeasance as well as any other notice reasonably required in connection with such defeasance. In connection with the conditions set forth above, Borrower hereby appoints Lender as its agent and attorney-off Datein- fact for the purpose of using the Defeasance Deposit to purchase noncallable U.S. Treasuries which provide Scheduled Defeasance Payments, and Lender shall upon receipt of the Defeasance Deposit purchase such U.S. Treasuries on behalf of Borrower. This Section 12 will 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 Lender and applied to satisfy the obligations of no effect if this Note is assigned to a REMIC trust on or after Borrower under the Cut-off Date or if this Note is not assigned to a REMIC trustNote. (b) Section 5 of this Note is amended by adding a new paragraph at the end With respect to defeasance of the Loan in whole pursuant to Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release 2.6, upon compliance with the requirements of Section 8.30(a), (i) the Mortgaged Property shall be released from the lien liens of the Security Instrument Related Mortgages, the Assignments of Leases, the Second Assignments of Leases, the Assignments of Agreements, the Second Assignments of Agreement and the UCC-1 financing statements 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 pursuant to Section 11.12 2.7(a), upon compliance with the requirements of Section 8.30(a) the Loan Agreement, the Indebtedness will applicable Individual Property or Properties shall be secured by the Pledge Agreement and reference will be made released pursuant to the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSection 2.11(a). (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release Any portion of the Mortgaged Property from the lien Defeasance Deposit in excess of the Security Instrument pursuant amount necessary to purchase the U.S. Treasuries required by Section 11.12 8.30(a) above or to satisfy the other requirements of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior 8.30(a) shall be remitted to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness.Borrower. 106 (d) Section 21(aBorrower shall have the right to assign to Lender (or, at Lender's option, to Lender's designee or nominee) of this Note is amended by adding a new paragraph at and Lender (or such designee or nominee) shall have the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of obligation to assume, the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of obligations under the Loan Agreement, all Notices, demands and other communications required or permitted Documents relating to be given pursuant to this Note will be given in accordance with the Pledge Agreementprincipal amount so defeased.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior a) At any time prior to the Cut-off Payment Date that is twelve (12) months prior to the Anticipated Repayment Date of the outstanding Series of Notes with the latest Anticipated Repayment Date (such Payment Date, the “Defeasance Payment Date”), the Issuer may obtain the release from all covenants of this Indenture by delivering United States government securities that provide for payments on each Payment Date which replicate the required payments and scheduled Class A Targeted Amortization Amount payments due under the Transaction Documents with respect to all of the Notes then outstanding, including the Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee and the Backup Manager, Workout Fees, Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, if any, through the Defeasance Payment Date for each Series of Notes (including payment in full of the principal of the Notes on the related Defeasance Payment Date).; provided that (i) prior to such Defeasance no Event of Default has occurred and is continuing and (ii) the Issuer shall pay or deliver on the date of such defeasance (the “Defeasance Date”) (a) This Section 12 will apply all interest accrued and unpaid on the Outstanding Class Principal Balance of each Class of Notes to but not including the Defeasance Date (and, if the Defeasance Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (b) all other sums then due under each Class of Notes and all other Transaction Documents executed in the event this Note is assigned to a REMIC trust prior connection therewith, including any costs incurred in connection with such defeasance, and (c) U.S. government securities providing for payments equal to the Cut-off DateScheduled Defeasance Payments. This Section 12 will be In addition, the Issuer shall deliver to the Servicer on behalf of no effect if this Note is assigned the Indenture Trustee (1) a security agreement granting the Indenture Trustee a first priority perfected security interest on the U.S. government securities so delivered by the Issuer, (2) an Opinion of Counsel as to the enforceability and perfection of such security interest, (3) a REMIC trust on or confirmation by an Independent certified public accounting firm that the U.S. government securities so delivered are sufficient to pay all interest due from time to time after the Cut-off Defeasance Date (or if this Note the Defeasance Date is not assigned a Payment Date, due after the next Payment Date) and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fee and Workout Fees, if any and (4) a Rating Agency Confirmation. The Issuer, pursuant to a REMIC trustthe security agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Issuer under the Notes and the other Transaction Documents. (b) Section 5 of this Note is amended by adding a new paragraph at If the end of Asset Entities will continue to own any material assets other than the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of U.S. government securities delivered in connection with the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreementdefeasance, the Indebtedness will be secured by the Pledge Agreement and reference will be made Issuer shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan AgreementIndenture Trustee, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the collateral held by ▇▇▇▇▇▇ Indenture Trustee has been delivered to the Indenture Trustee and to transfer to that entity the pledged U.S. government securities. The new entity shall assume the obligations of the Issuer under the Pledge Agreement Notes being defeased and the security agreement and the Obligors and the Guarantor shall be relieved of their obligations in respect thereof under the Transaction Documents. The Issuer shall pay Ten Dollars ($10) to such new entity as security consideration for the Indebtednessassuming such obligations. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This At any time after the date which is the earlier of (i) two years after the "startup day," within the meaning of Section 12 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 Note (if the Note has been transferred to a ----- REMIC prior to January 11, 1999) and (ii) January 11, 2001, but prior in either case to the Optional Prepayment Date, and provided no Event of Default has occurred and is continuing (other than an Event of Default that will apply be cured by the release of a Property or Properties from the Lien of the Security Documents pursuant to the provisions of clause (e) of Section 4.1A), the Borrower may defease such Lien to cause the release of one or more Properties from such Lien by providing the Lender with funds in an amount equal to the Defeasance Deposit for that portion of the Note which the Borrower wishes to defease, upon the satisfaction of the following conditions: (i) not less than 30 days' notice to the Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is to ------------ be made; (ii) the payment to the Lender of interest accrued and unpaid on the principal balance of the Note and all other Debt due through and including the Release Date; (iii) the payment to the Lender of the Defeasance Deposit; and (iv) the delivery to the Lender of: (A) a security agreement (the "Defeasance Security Agreement"), ----------------------------- in form and substance satisfactory to the 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(s) of release of the Property(ies) to be released from the Lien of the Security Documents (for execution by the Lender) appropriate for the jurisdiction(s) in which such Property(ies) are located; (C) an Officer's Certificate certifying that the requirements set forth in subsections (a) (ii)-(iv) have been satisfied; (D) an opinion of counsel for the Borrower (which may be a "reasoned" opinion), in form and substance satisfactory to the Lender, that (i) the transfer of the Defeasance Collateral in exchange for release(s) of the Property(ies) to be released will not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event this Note is of a filing of a petition for relief under the United States Bankruptcy Code for or against the Borrower, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 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 Debt as a REMIC trust (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the Note was transferred to such REMIC not later than two years prior to the Cut-off Release Date. This Section 12 ); (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 of no effect if this Note is assigned to a REMIC trust on or maintained for the twelve full months commencing immediately after the Cut-off Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or if with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by the Borrower pursuant to this Section 2.3(a) and then held as security for the Note for such period; and (H) If the defeasance is not assigned to made after the Securitization, the Rating Agencies deliver a REMIC trustRating Comfort Letter. (b) Section 5 of this Note is amended by adding a new paragraph at If, following the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property subject Property(ies), less than all of the Properties shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price(s) of the Property(ies) to be released from the lien Lien of the Security Instrument Documents on such Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 11.12 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, the Borrower may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the Loan Agreementtype referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G). If any Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the Indebtedness will payments provided for in this subsection (b) shall be secured by the Pledge Agreement and reference will be made equal to the Pledge Agreement 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 such Property. The Lender shall deliver such U.S. Obligations to the Servicer for other rights application pursuant to Sections 4.3(B) and 7.9(A) of Lender as to collateral for the IndebtednessCash Management Procedures. (c) Section 9 If, as a result of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien subject Property(ies), all of the Security Instrument pursuant to Section 11.12 of Properties shall have been released, the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to Lender shall use the Defeasance Closing DateDeposit to purchase U.S. Obligations that provide, whether discovered before together with any U.S. Obligations purchased in connection with any prior releases of Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will Release Date that would be ▇▇▇▇▇▇’s exercise of its rights and remedies required with respect to an assumed promissory note in a principal amount equal to the collateral held aggregate outstanding principal balance of the Note and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by ▇▇▇▇▇▇ under the Pledge Agreement as security 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(A) of the IndebtednessCash Management Procedures. (d) Upon compliance with the requirements of this Section 21(a2.3, each Property to be released shall be released from the Lien of the Security Documents and shall not be deemed a Property hereunder, and the U.S. Obligations shall constitute substitute collateral, which, together with the Security Documents applicable to the remaining Properties, shall secure the Debt. (e) If all the Properties have been released, the Borrower may assign its obligations under the Note together with the U.S. Obligations to a successor entity (the "Successor Entity") designated by the Lender and thereupon be ---------------- released fully from all obligations relating to the Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Note is amended by adding a new paragraph at Section 2.3 shall provide that upon such assignment the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Collateral will not be part of the Mortgaged Property from the lien estate of the Security Instrument pursuant to Borrower under Section 11.12 541 of the Loan United States Bankruptcy Code. The Lender shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by the Borrower, such Successor Entity shall assume the Borrower's obligations under the Note and the Defeasance Security Agreement, all Noticesthe Borrower shall be relieved of its obligations thereunder and the Debt of the Borrower shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, demands and other communications required the Borrower shall also deliver or permitted cause to be given delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Section 2.3, "Defeasance Deposit" shall mean an ------------------ amount in cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the payments required under subsections (b) or (c), as the case may be, plus any costs and expenses incurred or to be incurred in making such purchase and (ii) to make the additional monthly payments necessary to cause the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G) to be satisfied; "U.S. Obligations" shall mean obligations ---------------- or securities not subject to prepayment, call or early redemption which are direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America; and "Defeasance Debt Service Coverage -------------------------------- Ratio" shall mean, in respect of any fiscal period, the ratio of (i) Net ----- Operating Income for such period of the Properties remaining after a defeasance pursuant to this Section 2.3 to (ii) the difference between (x) Debt Service Expense for such period and (y) the payments to be received from or with respect to U.S. Obligations then held as security for the Note will be given in accordance with for such period, including, without limitation, U.S. Obligations purchased by the Pledge AgreementBorrower pursuant to the third sentence of subsection (b) above.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) . This Section 12 11.12 will apply in if the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This , and, subject to Section 12 l 1.12(a) and (c), Borrower will be have the right to defease the Loan in whole ("Defeasance") and obtain the release of no effect if this Note is assigned the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions: (a) Borrower will not have the right to a REMIC trust on or after obtain Defeasance at any of the Cut-off Date or if this Note following times: (i) If the Loan is not assigned to a REMIC trust. (bii) Section 5 of this Note is amended by adding a new paragraph at During the end Lockout Period. (iii) After the expiration of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Period. (iv) After Lender has accelerated the maturity of the Mortgaged Property from unpaid principal balance of, accrued interest on, and other amounts payable under, the lien of the Security Instrument Note pursuant to Section 11.12 11 of the Loan AgreementNote. (b) Borrower will give Lender Notice ("Defeasance Notice") specifying a Business Day ("Defeasance Closing Date") on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which the Defeasance Notice is received by Lender. Lender will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSuccessor Borrower. (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee ("Defeasance Fee"). If Lender does not receive the end thereof as follows: Defeasance Fee, then Borrower's right to obtain Defeasance pursuant to that Defeasance Notice will terminate. (i) If Borrower obtains a release of timely pays the Mortgaged Property from Defeasance Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the lien of right to retain the Security Instrument pursuant to Defeasance Fee as liquidated damages for Borrower's default and, except as provided in Section 11.12 of the Loan Agreement11.12(d)(ii), Borrower will have no personal liability be released from all further obligations under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness11. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the right at any time after the Release Date to voluntarily defease the entire Loan and obtain a release of the lien of the Mortgage by providing Lender with the Defeasance Collateral (hereinafter, a “Defeasance Event”), subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days prior written notice (or such shorter period of time if permitted by Lender in its reasonable discretion) specifying a date (the “Defeasance Date”) on which the Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Defeasance Date (including, without limitation, interest accrued but not paid or payable through and including the Defeasance Date, if any) and (B) all other sums, then due under the Note, this Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 12 will apply 2.5.3 and 2.5.4 hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) Borrower shall deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the event Defeasance Collateral Account and the Defeasance Collateral, (B) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of a Defeasance Event pursuant to this Note is assigned to Section 2.5.1, and (C) if required by the Rating Agencies, a REMIC trust prior non consolidation opinion with respect to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust.Successor Borrower; (bvi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 5 2.5.1 and in Section 2.5.3 and 2.5.4 have been satisfied; (viii) Borrower shall deliver a certificate of this Note is amended by adding a new paragraph at the end of the Section as follows: If G▇▇▇▇ ▇▇▇▇▇▇▇▇ obtains or a release “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (x) Borrower shall pay all third-party, out-of-pocket costs and expenses of Lender actually incurred in connection with the Mortgaged Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) If Borrower has elected to defease the Note and the requirements of this Section 2.5 have been satisfied, the Property shall be released from the lien of the Security Instrument Mortgage and the other Loan Documents and the Defeasance Collateral pledged pursuant to Section 11.12 the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the Loan AgreementLien, the Indebtedness will be secured by the Pledge Agreement and reference will be made Borrower shall submit to Lender, not less than fifteen (15) days prior to the Pledge Agreement for other rights of Defeasance Date (or such shorter time as is acceptable to Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains in its reasonable discretion), a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the Mortgaged jurisdiction in which the Property from is located. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the lien of the Security Instrument pursuant to Mortgage, including Lender’s reasonable attorneys’ fees actually incurred. Except as set forth in this Section 11.12 2.5 or Section 11.33 hereof, no repayment, prepayment or defeasance of all or any portion of the Loan AgreementNote shall cause, Borrower will have no personal liability under this Note give rise to a right to require, or otherwise result in, the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien Lien of the Security Instrument pursuant to Section 11.12 of Mortgage on the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge AgreementProperty.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection subSection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

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

Defeasance. On the date that the following conditions shall have been satisfied: (Section Applies if Loan i) 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 Assigned to REMIC Trust Prior equal to the Cut-off Date). Class A Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount such that the amount on deposit in the Accumulation Period Reserve Account following such deposit is sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount) all remaining scheduled interest payments on the Class A Securities on the dates scheduled for such payments in the Agreement; (ii) the Transferor shall have delivered to the Trustee and the Insurer (a) This Section 12 an Opinion of Counsel to the effect that such deposit will apply not result in the event this Note is assigned Trust being required to a REMIC trust prior to register as an "investment company" within the Cut-off Date. This Section 12 will be meaning of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust. Investment Company Act of 1940, as amended, (b) Section 5 an Opinion of this Note is amended by adding a new paragraph at Counsel to the end effect that following such deposit none of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan AgreementTrust, the Indebtedness Accumulation Period Reserve Account or the Principal Funding Account will be secured by the Pledge Agreement and reference will deemed to be made to the Pledge Agreement for other rights of Lender an association (or publicly traded partnership) taxable as to collateral for the Indebtedness. a corporation, (c) Section 9 a certificate of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release an officer of the Mortgaged Property from Transferor stating that the lien Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the giving of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note notice or the Pledge Agreement for lapse of time, or both, would constitute a Pay Out Event, to occur; (iii) the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness Trustee and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies Insurer shall have received Rating Agency Confirmation with respect to such transaction, (iv) the collateral held by ▇▇▇▇▇▇ under Trustee shall have received confirmation from the Pledge Insurer that all amounts due and payable to the Insurer pursuant to the Insurance Agreement as have been paid in full, and (v) the Trustee shall have received confirmation from the Insurer that the Aggregate Master Subordination Account Funding Requirement is then zero, the Series 2004-1 Securities will no longer be entitled to the security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release interest of the Mortgaged Trustee in the Receivables and, except as set forth in clause (i) above, other Trust Property from (a "Defeasance"), the lien percentages applicable to the allocation to the Series 2004-1 Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero, and the Class B Invested Amount will be reduced to zero. If, however, the conditions specified in clauses (i), (ii), (iii) and (iv) above are satisfied but the condition specified in clause (v) above is not satisfied, then the Class A Securities will no longer be entitled to the security interest of the Security Instrument pursuant Trustee in the Receivables and, except as set forth in clause (i) above, other Trust Property, the percentages applicable to Section 11.12 the allocation to the Class A Securityholders of the Loan AgreementPrincipal Collections, all Notices, demands Finance Change Collections and other communications required or permitted to be given pursuant to this Note Defaulted Receivables will be given in accordance with reduced to zero, and the Pledge Agreementpercentages applicable to the allocation to the Class B Securityholders of Principal Collections, Finance Change Collections and Defaulted Receivables will be unchanged.

Defeasance. (Section Applies if 1) Borrower may cause the release of (i) Guarantor of its obligations under the IDOT Guaranty and (ii) the Property (in whole but not in part) from the lien of the Security Instrument and the other Loan is Assigned to REMIC Trust Prior to Documents upon the Cut-off Date).satisfaction of the following conditions precedent: (aA) This Section 12 will apply in not less than thirty (30) days prior written notice to Lender specifying a regularly scheduled payment date (the event this Note “Release Date”) on which the Defeasance Deposit (hereinafter defined) is assigned to a REMIC trust prior to the Cut-off Date. This Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trust.made; (bB) Section 5 the payment to Lender of interest accrued and unpaid on the principal balance of this Note is amended by adding a new paragraph at to and including the end Release Date; (C) the payment to Lender of all other sums, not including scheduled interest or principal payments, due under this Note, the Security Instrument and the other Loan Documents; (D) the payment to Lender of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains Defeasance Deposit; and (E) the delivery to Lender of: (1) a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations (hereinafter defined) purchased on behalf of Borrower with the Defeasance Deposit in accordance with this subparagraph (the “Security Agreement”); (2) a release of the Mortgaged Property from the lien of the Security Instrument (for execution by ▇▇▇▇▇▇) in a form appropriate for the jurisdiction in which the Property is located; (3) an officer’s certificate of Borrower certifying that the requirements set forth in this subparagraph (E) have been satisfied; (4) an opinion of counsel for Borrower in form satisfactory to Lender stating, among other things, that defeasance of this Note will not cause any adverse consequences to any REMIC holding the Loan or the holders of any securities issued by the REMIC or result in a taxation of the income from the Loan to such REMIC or cause a loss of REMIC status, and that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations purchased by ▇▇▇▇▇▇ on behalf of Borrower; (5) an opinion of a certified public accountant acceptable to Lender to the effect that the Defeasance Deposit is adequate to provide payment on or prior to, but as close as possible to, all successive scheduled payment dates after the Release Date upon which interest and principal payments are required under this Note (including the amounts due on the Maturity Date) and in amounts equal to the scheduled payments due on such dates under this Note; (6) evidence in writing from the applicable Rating Agencies to the effect that such release will not result in a re-qualification, reduction or withdrawal of any rating in effect immediately prior to such defeasance for any Securities; (7) payment of all of ▇▇▇▇▇▇’s expenses incurred in connection with the defeasance including, without limitation, reasonable attorneys fees; and (8) such other certificates, documents or instruments as Lender may reasonably request. In connection with the conditions set forth in subsection (ii)(E)(5) above, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payment on or prior to, but as close as possible to, all successive scheduled payment dates after the Release Date upon which interest and principal payments are required under this Note (including the amounts due on the Maturity Date) and in amounts equal to the scheduled payments due on such dates under this Note (the “Scheduled Defeasance Payments”) through the date that is no earlier than the Payment Date which is ninety (90) days prior to the Maturity Date (provided that the remaining outstanding principal balance of this Note shall also be paid on the Payment Date which is ninety (90) days prior to the Maturity Date). Borrower, pursuant to Section 11.12 the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to Lender and applied to satisfy the obligations of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessBorrower under this Note. (c2) Section 9 Upon compliance with the requirements of this Note is amended subsection (ii), the Guarantor shall be released from its obligations under the IDOT Guaranty and the Property shall be released from the lien of the Security Instrument and the other Loan Documents and the pledged U.S. Obligations shall be the sole source of collateral securing this Note. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by adding a new paragraph at subparagraph (ii)(E) above and satisfy the end thereof as follows: If Borrower’s obligations under this subsection (ii) shall be remitted to the Borrower obtains a with the release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the IndebtednessInstrument. (d3) Section 21(a) For purposes of this Note is amended by adding a new paragraph at subsection (ii), the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of following terms shall have the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.following meanings:

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This At any time during the period commencing on (i) the first Business Day after the date that is the earlier of (A) two years after the "startup day," within the meaning of Section 12 will apply in 860G(a)(9) of the event this Code, of a "real estate mortgage investment conduit," within the meaning of Section 860d of the Code (a "REMIC"), that holds the Mortgage Note and (B) three years after the Closing Date, and ending on (ii) the date that is assigned to a REMIC trust three (3) months prior to the Cut-off Anticipated Repayment Date (such period being sometimes referred to herein as the "DEFEASANCE PERIOD"), and provided no Event of Default has occurred and is continuing (other than on Event of Default that will be cured by the release of a Mortgaged Property or Mortgaged Properties from the Lien of the Security Documents pursuant to the provisions of Section 7.1.3 hereof), Borrower may voluntarily defease all or any portion of the Loan by providing Lender with the Defeasance Deposit (hereinafter, a "DEFEASANCE EVENT"). Each Defeasance Event by the Borrower shall be subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide not less than twenty (20) days prior written notice to Lender specifying a regularly scheduled payment date (the "DEFEASANCE DATE") on which the Defeasance Event is to occur. Such notice shall indicate the principal amount of the Mortgage Note to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Mortgage Note to but not including the Defeasance Date. This Section 12 If for any reason the Defeasance Date is not a regularly scheduled payment date, the Borrower shall also pay interest that would have accrued on the Mortgage Note through the next regularly scheduled payment date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, due under the Mortgage Note, this Agreement, the Mortgage, and the other Loan Documents; (iv) Borrower shall pay to Lender the required Defeasance Deposit for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the defeased portion of the original Note (the "DEFEASED NOTE") and the other note having a principal balance equal to the undefeased portion of the Note (the "UNDEFEASED NOTE"). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance. A Defeased Note cannot be the subject of any further Defeasance Event; (vi) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this provision of this SECTION 2.5 (THE "DEFEASANCE SECURITY AGREEMENT"); (vii) Borrower shall deliver an opinion of counsel for Borrower in form satisfactory to Lender in its sole discretion stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Mortgage Note or Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower, that such Defeasance will be not adversely affect the status of no effect if this the entity holding the interest in the Mortgage Note is assigned to as a REMIC trust on (assuming for such purpose that such entity otherwise qualifies as a REMIC) and that such Defeasance will not result in a deemed exchange of the Certificates pursuant to SECTION 1001 of the Code; (viii) Borrower shall deliver a Rating Comfort Letter from the Rating Agencies in connection with the Defeasance Event. If required by the applicable Rating Agencies, the Borrower shall also deliver or after cause to be delivered a Substantive Non-Consolidation Opinion with respect to the Cut-off Date Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this SECTION 2.5(a) have been satisfied; (x) Borrower shall deliver to Lender a certificate of Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit will generate monthly amounts equal to or if this Note is not assigned to greater than the required Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including any costs and expenses associated with a REMIC trustrelease of the Lien of the Mortgage as provided in SECTION 2.8 hereof or SECTION 2.9 hereof, as applicable, as well as reasonable attorneys' fees and expenses. (b) Section 5 In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of this Note is amended by adding using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive Due Dates after the Defeasance Date upon which interest payments are required under the Mortgage Note, in the case of a new paragraph at Defeasance Event for the end entire outstanding principal balance of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains Loan, or the Defeased Note, in the case of a release Defeasance Event for only a portion of the Mortgaged Property from the lien outstanding principal balance of the Security Instrument pursuant to Section 11.12 of the Loan AgreementLoan, the Indebtedness will be secured by the Pledge Agreement as applicable, and reference will be made in amounts equal to the Pledge Agreement for other rights of Lender as to collateral for scheduled payments due on such Due Dates under the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Mortgage Note or the Pledge Defeased Note, as applicable, and assuming such Mortgage Note or Defeased Note is paid in full on the Anticipated Repayment Date (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Defeasance Security Agreement for or other appropriate document, shall authorize and direct that the repayment of payments received from the Indebtedness or for U.S. Obligations may be made directly to the performance of any other Cash Collateral Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under this the Mortgage Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing DateDefeased Note, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessapplicable. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply No Note may be prepaid or defeased in whole or in part prior to October 1, 2001 except with respect to application of casualty or condemnation proceeds as provided in the event this Notes and Mortgages. Provided there then exists no Event of Default (defined in the Mortgages) under any of the Loan Documents, commencing on October 1, 2001, a Note is assigned may be defeased in whole, but not in part (except with respect to application of casualty or condemnation proceeds as provided in the Notes and Mortgages and except in connection with a REMIC trust prior Required Ancillary Partial Defeasance) provided that the conditions applicable to defeasance set forth in the Note, and the conditions set forth herein, are satisfied. A Note may be defeased in whole in accordance on and subject to the Cutterms and conditions set forth in the Note upon satisfaction of the provisions set forth in such Note pertaining to defeasance and provided that all Real Properties encumbered by Mortgages which remain cross-off Date. This defaulted hereunder following the complete defeasance of a Note (for purposes of this Section 12 will be of no effect if this Note is assigned to a REMIC trust on or after 5, the Cut-off Date or if this Note is not assigned to a REMIC trust"Remaining Real Properties") satisfy, in the aggregate, the Minimum Debt Service Coverage Ratio. (b) Section 5 In the event a Borrower elects a voluntary defeasance of this a Note is amended by adding a new paragraph at in full and the end of Remaining Real Properties do not, in the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of aggregate, satisfy the Mortgaged Property from Minimum Debt Service Coverage Ratio, the lien of Borrowers owning the Security Instrument pursuant to Section 11.12 Remaining Real Properties shall prepay such portion of the Loan Agreementallocable to the Remaining Real Properties as is necessary for such Remaining Real Properties to satisfy, in the aggregate, the Indebtedness will be secured Minimum Debt Service Coverage Ratio (each Note made by the Pledge Agreement and reference will owner of a Remaining Real Property to be made prepaid by an amount equal to the Pledge Agreement for other rights product of Lender as multiplying the amount of the Loan required to collateral be prepaid in order for the IndebtednessRemaining Real Properties, in the aggregate, to satisfy the Minimum Debt Service Coverage Ratio by a fraction, the numerator of which shall be the outstanding principal balance of the Note made by the owner of a Remaining Real Property, and the denominator of which shall be the outstanding principal balance of all Notes made by the owners of all the Remaining Real Properties. The required prepayments shall be accomplished by a Required Ancillary Partial Defeasance in accordance with the terms of the Notes pertaining to partial defeasance thereof. (c) Section 9 Upon consummation of the defeasance of a Note in whole, the resulting Defeased Note (defined in the Note) and the other Loan Documents (exclusive of this Note is amended Loan Agreement) executed by adding a new paragraph at the end thereof as follows: If Borrower obtains a release maker of the Mortgaged Property from Note which has been defeased in full (for purposes of this Section 5, the lien of "Original Owner") in connection therewith shall remain cross-defaulted with the Security Instrument pursuant to Section 11.12 remainder of the Loan AgreementDocuments, Borrower will have no personal liability under this Note or and any Defeased Notes resulting from a Required Ancillary Partial Defeasance shall remain cross-defaulted with the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 remainder of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date)Documents, and ▇▇▇▇▇▇’s only recourse for Lender shall release the satisfaction of Second Mortgage and Second Security Agreement executed and delivered by the Indebtedness and Original Owner. All other Loan Documents, including the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies Undefeased Notes (defined in the Notes) resulting from a Required Ancillary Partial Defeasance, shall remain cross-defaulted with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessone another. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release Upon consummation of the Mortgaged defeasance of a Note in whole, the resulting Defeased Note shall no longer be secured by any lien or security interest in the Remaining Real Properties, and the Notes pertaining to the Remaining Real Properties shall no longer be secured by any lien or security interest in the Real Property from owned by the lien Original Owner on the date hereof. Except as aforesaid, the Notes pertaining to the Remaining Real Properties shall remain cross-collateralized by all Remaining Real Properties and, in addition, shall be cross-collateralized by a security interest in any Defeasance Deposit (defined in the Note) and any Defeasance Collateral (defined in the Note) established in connection with the defeasance of a Note in full and in connection with any Required Ancillary Partial Defeasance of other Notes in connection therewith, by the maker of the Defeased Note and each owner of a Remaining Real Property (or Successor Borrower, as the case may be) executing and delivering to Lender a Subordinated Defeasance Security Instrument pursuant to Section 11.12 of Agreement (defined in the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge AgreementNotes).

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) . This Section 12 will 44 shall apply in the event this the Note is assigned to a REMIC trust prior to the Cut-off Date. This , and, subject to Section 12 will be of no effect if this Note is assigned 44(a) and (c) below, Borrower shall have the right to a REMIC trust on or after defease the Cut-off Date or if this Note is not assigned to a REMIC trust. Loan in whole (b“Defeasance”) Section 5 of this Note is amended by adding a new paragraph at and obtain the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of this Instrument upon the Security Instrument satisfaction of the following conditions: (a) Borrower shall not have the right to obtain Defeasance at any of the following times: (i) if the Loan is not assigned to a REMIC trust; (ii) during the Lockout Period (as defined in the Note); (iii) after the expiration of the Defeasance Period (as defined in the Note); or (iv) after ▇▇▇▇▇▇ has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 11.12 6 of the Loan AgreementNote. (b) Borrower shall give Lender Notice (the “Defeasance Notice”) specifying a Business Day (the “Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the Indebtedness date on which the Defeasance Notice is received by Lender. ▇▇▇▇▇▇ will be secured by acknowledge receipt of the Pledge Agreement Defeasance Notice and reference will be made state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSuccessor Borrower. (c) Section 9 of this Note is amended The Defeasance Notice must be accompanied by adding a new paragraph at $10,000 non-refundable fee (the end thereof as follows: “Defeasance Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice shall terminate. (i) If Borrower obtains a timely pays the Defeasance Fee, but Borrower fails to perform its other obligations hereunder, ▇▇▇▇▇▇ shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as provided in Section 44(d)(ii), Borrower shall be released from all further obligations under this Section 44. Borrower acknowledges that ▇▇▇▇▇▇ will incur financing costs in arranging and preparing for the release of the Mortgaged Property from the lien of this Instrument in reliance on the Security Instrument executed Defeasance Notice. ▇▇▇▇▇▇▇▇ agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Instrument, of the damages Lender will incur by reason of ▇▇▇▇▇▇▇▇’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, ▇▇▇▇▇▇▇▇ agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by ▇▇▇▇▇▇ in reliance on the executed Defeasance Notice, within 5 Business Days after ▇▇▇▇▇▇▇▇ receives a written demand for payment, accompanied by a statement, in reasonable detail, of ▇▇▇▇▇▇’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 11.12 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Loan AgreementDefeasance Notice. (e) No Event of Default has occurred and is continuing. (f) The documents required to be delivered to Lender on or prior to the Defeasance Closing Date are: (i) an opinion of counsel for ▇▇▇▇▇▇▇▇, Borrower will have no personal liability under this Note or in form and substance satisfactory to Lender, to the effect that Lender has a valid and perfected lien and security interest of first priority in the Defeasance Collateral and the proceeds thereof; (ii) an opinion of counsel for ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in accordance with the respective terms; (iii) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the repayment effect that the Transfer and Assumption Agreement is duly authorized, executed, delivered and enforceable against Successor Borrower in accordance with the respective terms; (iv) unless waived by Lender or unless Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower, in form and substance satisfactory to Lender, to the effect that the Successor Borrower has been validly created; (v) if Borrower designates the Successor Borrower, an opinion of counsel for Successor ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the Indebtedness assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by ▇▇▇▇▇▇, an opinion of counsel for ▇▇▇▇▇▇▇▇, in form and substance satisfactory to Lender, to the effect that: (A) if, as of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such regulation may be modified, amended or for replaced from time to time), (2) the performance qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance, and (B) the Defeasance will not result in a “sale or exchange” of the Note within the meaning of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder; (vii) if any other obligations certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by ▇▇▇▇▇▇, a written certificate from an independent certified public accounting firm (reasonably acceptable to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they fall due under the Note, including full payment due on the Note on the Maturity Date; (ix) Lender’s form of a pledge and security agreement (“Pledge Agreement”) and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of ▇▇▇▇▇▇; (x) Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”), whereupon Borrower under this Note or and any guarantor (in each case, subject to satisfaction of all requirements hereunder) shall be relieved from liability in connection with the Pledge Agreement Loan (other than any liability under Section 6.12 or Section 10.02 18 of the Loan Agreement this Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date) and Successor Borrower shall assume all remaining obligations; (xi) Forms of all documents necessary to release the Mortgaged Property from the liens created by this Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate form required by the state in which the Property is located; and (xii) such other opinions, certificates, documents or instruments as Lender may reasonably request; (g) Borrower shall deliver to Lender on or prior to the Defeasance Closing Date: (i) The Defeasance Collateral which meets all requirements of Section 44(g)(ii) below and is owned by ▇▇▇▇▇▇▇▇, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for (A) redemption payments to occur prior, but as close as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date and (B) deliver redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”). The Defeasance Collateral shall be arranged such that redemption payments received from the Defeasance Collateral are paid directly to Lender to be applied on account of the Scheduled Debt Payments. Unless otherwise agreed in writing by ▇▇▇▇▇▇, the pledge of the Defeasance Collateral shall be effectuated through the book-entry facilities of a qualified securities intermediary designated by Lender in conformity with all applicable laws; and (iii) All accrued and unpaid interest and all other sums due under the Note, this Instrument and under the other Loan Documents, including, without limitation, all amounts due under Section 44(i) below, up to the Defeasance Closing Date shall be paid in full on or prior to the Defeasance Closing Date. (h) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an accommodation borrower (“Successor Borrower”) satisfactory to Lender (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a “Single Purpose Entity” to assume at the time of Defeasance ownership of the Defeasance Collateral and liability for all of Borrower’s obligations under the Pledge Agreement and the Loan Documents (to the extent that liability thereunder survives release of this Instrument). Borrower shall pay to Successor Borrower a fee of $1,000.00 as consideration of Successor ▇▇▇▇▇▇▇▇’s only recourse for the satisfaction assumption of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇▇▇’s exercise obligations under the Loan Documents. Notwithstanding any contrary provision hereunder, no Transfer fee is payable to Lender upon a Transfer of its rights the Loan in accordance with this Section. (i) Borrower shall pay all reasonable costs and remedies expenses incurred by Lender in connection with respect the Defeasance in full on or prior to the collateral held Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments and whether or not Defeasance is completed. Such expenses include, without limitation, all fees, costs and expenses incurred by ▇▇▇▇▇▇ under Lender and its agents in connection with the Defeasance (including, without limitation, reasonable Attorneys’ Fees and Costs for the review and preparation of the Pledge Agreement as security for and of the Indebtedness. (d) Section 21(a) of this Note is amended other materials described herein and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related to the Defeasance); the cost incurred by adding Lender to obtain a new paragraph at the end of that subsection as follows: If Rating Confirmation contemplated hereunder; reasonable Attorneys’ Fees and Costs; and a processing fee to cover ▇▇▇▇▇▇▇▇ obtains ’s administrative costs to process Borrower’s Defeasance request. Lender reserves the right to require that Borrower post a release of the Mortgaged Property from the lien of the Security Instrument pursuant deposit to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note cover costs which Lender reasonably anticipates will be given in accordance with the Pledge Agreementincurred.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Notwithstanding anything to the contrary contained Mortgage or the other Loan Documents, at any time after the earlier of anniversary of the date that is the "startup day," within the meaning of Section 12 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," (a "REMIC") within the meaning of Section 860D of the Code, that holds the Note and this Mortgage and (ii) four (4) years after the date hereof) (such date that is the earlier of (i) and (ii), the "Defeasance Lockout Expiration Date") and provided (unless Mortgagee 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, Mortgagor shall have the right to obtain the release of the Property (or, for a Partial Release (as defined below), the Individual Property (as defined below)) from the lien of this Mortgage and the other Loan Documents (the "Defeasance") upon the satisfaction of each of the following conditions precedent, i) not less than thirty (30) days prior written notice to Mortgagee specifying a regular Payment Date under the Note (the "Defeasance Election Date") on which the Defeasance Deposit (hereinafter defined) is to be made; ii) the remittance to Mortgagee on the related Defeasance Election Date of interest accrued and unpaid on the outstanding principal amount of the Note (or, for a Partial Release, the Adjusted Release Amount (as defined below)) to and including the Defeasance Election Date and the scheduled amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable under the Note, this Mortgage and the other Loan Documents; iii) the irrevocable deposit with Mortgagee 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 apply provide, not later than the due date of any payment, cash in an amount sufficient, without reinvestment, in the event this Note is assigned opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to a REMIC trust Mortgagee, to pay and discharge the Scheduled Defeasance Payments (hereinafter defined); the delivery on or prior to the Cut-off Date. This Section 12 will Defeasance Election Date to Mortgagee of: (A) a security agreement, in form and substance satisfactory to Mortgagee, creating a first priority lien on the Defeasance Deposit (the "Defeasance Security Agreement"), which Defeasance Security Agreement shall be included within the definition of no effect if this Note is assigned to a REMIC trust on or "Mortgage" for purposes of each Loan Document from and after the Cut-off Date or if this Note is not assigned to a REMIC trust.date of its execution; (bB) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property (or, for a Partial Release, the Individual Property) from this Mortgage, the lien Assignment and any TJCC Financing Statements relating thereto (for execution by Mortgagee) in a form appropriate for cancellation of such documents in the jurisdiction in which the Property (or, fox a Partial Release, Individual Property) is located; (C) a certificate of an authorized representative of Mortgagor certifying that the requirements set forth in this subparagraph (a) have been satisfied; (D) an opinion of counsel for Mortgagor in form and substance satisfactory to Mortgagee to the effect that the Mortgagee has a perfected first priority security interest in the Defeasance Deposit; (E) an opinion of counsel for Mortgagee, prepared and delivered by the servicer at. Mortgagor's reasonable expense, stating that any trust formed as a REMIC in connection with any Secondary Market Transaction (as hereinafter defined) will not fail to maintain its status as a REMIC as a result of such Defeasance; (F) in the event of a Partial Release (as defined below), Mortgagee, at Mortgagor's expense, shall prepare all necessary additional documents to modify this Mortgage (if deemed necessary by Mortgagee or if required by the law of the Security Instrument pursuant state in which the Property is located) and issue two substitute notes for the Note, one executed by the Released Party (as defined below) having a principal balance equal to Section 11.12 the defeased portion of the Loan Agreement, original Note (the Indebtedness will be secured "Defeased Note") and the other note executed by the Pledge Agreement and reference will be made other entity comprising Mortgage and. having a principal balance equal to the Pledge Agreement for other rights undefeased portion of Lender the original Note (the "Undefeased Note"). The Defeased Note and the Undefeased Note shall have identical terms as to collateral the Note except for the Indebtedness.principal balance and the splitting of the two makers of the original Note, as set forth above. The principal balance of the Defeased Note shall equal the Adjusted Release Amount (as defined below) for the Individual Property, that is the subject of the Partial Release; and (cG) Section 9 of this Note is amended by adding a new paragraph at the end thereof such other certificates, documents or instruments as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.Mortgagee may reasonably request; and