Common use of Defeasance Clause in Contracts

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) forty-two (42) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (B) not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s costs and expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all other sums due under the Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) (i) direct non-callable obligations of, or guaranteed as to timely payment by, the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and as close as possible to (but in no event later than) all successive Scheduled Payment Dates occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due on the Maturity Date) for the balance of the term hereof (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender has a perfected security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable to a prudent institutional lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); and (6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (iii) Upon the Company's exercise release of the option specified Property in Section 4.3 applicable to accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (B) pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreement. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same)Loan, except the following which that Lender shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and notify Borrower if any coupons appertaining thereto to receive, solely from the trust funds described REMIC Prohibition Period is in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and effect with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Loan after receiving any notice described in Section 3.1(b)(182.4(b)(i)(B); (iii) provided, however, that the rights, powers, trusts, duties and immunities failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to Loan during any such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultREMIC Prohibition Period.

Defeasance. Upon (a) Subject to paragraph (b) below and provided that: (i) an amount sufficient for the Company's exercise payment of principal and interest on the Outstanding Bonds to the Maturity Date, and always subject to paragraph (c) below (the “Defeasance Amount”) is credited by the Issuer to an account in a financial institution acceptable to the Bond Trustee (the “Defeasance Account”); (ii) the Defeasance Account is irrevocably pledged and blocked in favour of the option specified in Section 4.3 applicable to this Section Bond Trustee on such terms as the Bond Trustee shall request (the “Defeasance Pledge”); and (iii) the Bond Trustee has received such legal opinions and statements reasonably required by it, including (but not necessarily limited to) with respect to the Securities validity and enforceability of a seriesthe Defeasance Pledge, then; (A) the Company shall Issuer will be deemed to have been discharged relieved from its obligations with respect under Clause 12.2 (Requirements as to such Securities Financial Reports) paragraph (a), Clause 12.3 (Put Option Event), Clause 12.4 (Security Put Option Event), Clause 12.5 (Information: Miscellaneous) and Clause 13 (General and financial undertakings); (B) any coupons appertaining thereto Transaction Security shall be released and the Defeasance Pledge shall be considered replacement of the Transaction Security; and (except as specified belowC) any Obligor shall be released from any Guarantee or other obligation applicable to it under any Finance Document. (b) The Bond Trustee shall be authorised to apply any amount credited to the Defeasance Account towards any amount payable by the Issuer under any Finance Document on the due date for the conditions set forth in Section 4.6 relevant payment until all obligations of the Issuer and all amounts outstanding under the Finance Documents are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid repaid and discharged in full. (c) The Bond Trustee may, if the entire indebtedness represented by such Securities Defeasance Amount cannot be finally and any coupons appertaining thereto which shall thereafter be deemed conclusively determined, decide the amount to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect deposited to the payment of Additional AmountsDefeasance Account in its discretion, if any, payable with respect applying such buffer amount as it deems required. A defeasance established according to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities Clause 18.4 may not be accelerated because of an Event of Defaultreversed.

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Indenture: (a) The Issuer may at its option be deemed to have been discharged from its obligations with respect to such Securities and the Notes of all or any coupons appertaining thereto specified Series or Class (except each, a "DEFEASED SERIES" or a "DEFEASED CLASS", as specified belowapplicable) on the date the applicable conditions set forth in Section 4.6 SECTION 10.03(c) are satisfied (hereinafter a "defeasanceDEFEASANCE"). For this purpose; PROVIDED, such defeasance means HOWEVER, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series or Defeased Class until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Securities and any coupons appertaining thereto Notes of the Defeased Series or Defeased Class to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7SECTION 10.03(c), payments in respect of the principal of, premium, if any, of and interest, if any, interest on such Securities and any coupons appertaining thereto Notes when such payments are due; (iiB) the CompanyIssuer's obligations with respect to such Securities Defeased Series or Class under Sections 3.4SECTIONS 2.05, 3.5, 3.6, 9.2 2.06 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)10.02; (iiiC) the rights, powers, trusts, duties and immunities of the Indenture Trustee, the Paying Agent and the Note Registrar hereunder; and (D) this SECTION 10.03 and SECTION 11.17. (b) Subject to SECTION 10.03(c), the Issuer at its option may use available Collections allocable to such Defeased Series or Defeased Class to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under SECTION 10.03(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below (A) Dollars (or for Foreign Currency Notes the related Foreign Currency) in an amount, or (B) Eligible Investments (or for Foreign Currency Notes, the investments, if any, specified in the related Indenture Supplement) which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying upon income or gain from the reinvestment of such amounts), and which shall be applied by the Indenture Trustee hereunder to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of the Defeased Series or Defeased Class on the dates scheduled for such payments in this Indenture and the applicable Indenture Supplements and all amounts owed to any Series Enhancer pursuant to any Series Enhancement for any Defeased Series or Defeased Class if so provided in the related Indenture Supplements or Series Enhancements; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its Defeasance right to substitute money or Eligible Investments for Receivables, the Issuer shall deliver to the Indenture Trustee (x) an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Issuer being required to register as an "investment company" within the meaning of the Investment Company Act, and (y) an Opinion of Counsel to the effect that such deposit and termination will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation; (iv) this Article 4. Subject to compliance with this Article 4the Issuer shall have delivered an Officer's Certificate stating that the Issuer reasonably believes that such deposit and termination of obligations will not, based on the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect facts known to such Securities and any coupons appertaining thereto. Following a defeasance, payment officer at the time of such Securities may not be accelerated because of certification, result in a Default, an Event of Default, an Early Redemption Event or a Reinvestment Event for any Series; and (v) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such written notice to the Servicer and the Indenture Trustee.

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Indenture or any Indenture Supplement: (a) The Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified beloweach, a "Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 11.04(c) are satisfied (hereinafter a "defeasanceDefeasance"). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Notes of the Defeased Series to receive, solely from the trust funds described provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 11.04(c), payments in respect of the interest on and principal of, premium, if any, and interest, if any, on of such Securities and any coupons appertaining thereto Notes when such payments are due; (ii) the CompanyIssuer's obligations with respect to such Securities Notes under Sections 3.4, 3.5, 3.6, 9.2 2.05 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.06; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section and Section 12.16. (b) Subject to compliance with this Article 4subsection 11.04(c), the Company may exercise Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Section notwithstanding Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its option under right pursuant to this Section 4.5 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01, of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Indenture Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following a defeasancetermination of obligations, payment and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Amortization Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Amortization Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of Default.such written notice to the Servicer and the Indenture Trustee. [END OF ARTICLE XI]

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect (a) At any time subsequent to the Securities Lockout Period and prior to the Anticipated Repayment Date, provided that all of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 9.1(b) are satisfied (hereinafter "defeasance"). For this purposecomplied with, such defeasance means Lender hereby agrees that Borrower shall have the Company shall be deemed right to have paid and discharged obtain a release of the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for Lien of the purposes of Section 4.7 Security Instrument and the other Sections 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 Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the sameSection 9.1(a), except the following which shall survive until otherwise terminated or discharged hereunder: a "Defeasance"): (i) the rights execution and delivery of Holders of such Securities and any coupons appertaining thereto to receivea defeasance note (the "Defeasance Note"), solely from in substitution for the trust funds described in Section 4.6(a) and as more fully set forth in such Section Note and in Section 4.7form and substance reasonably acceptable to Lender, payments in respect dated as of the principal ofdate of the Defeasance (which must be on a Business Day), premium, if any, and interest, if any, payable to Lender on such Securities and any coupons appertaining thereto when such payments are due; the same remaining payment terms as the Note; (ii) the Company's obligations with respect execution and delivery of a security agreement (the "Defeasance Security Agreement"), in form and substance reasonably acceptable to such Securities under Sections 3.4Lender, 3.5dated as of the date of the Defeasance (which must be on a Business Day), 3.6in favor of Lender, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); which Lender is granted a perfected first priority security interest in the Defeasance Collateral to secure the Defeasance Note; (iii) the rightsexecution and delivery of appropriate and reasonable agreements and/or instruments, powerseach in form and substance reasonably acceptable to Lender, trusts, duties pursuant to which the obligations and immunities liabilities of Borrower under the Defeasance Note and the Defeasance Security Agreement are assumed by a new entity (the "Substitute Borrower") which satisfies all of the Trustee hereunder and Single Purpose Entity requirements; (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this execution and delivery by Borrower of the release documents referenced in Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.9.1

Defeasance. Upon the Company's exercise of the above option specified in Section 4.3 applicable to this Section 14.2 with respect to the any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 14.4 are satisfied (hereinafter hereinafter, "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto thereto, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 14.5 and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust funds fund, described in Section 4.6(a) 14.4 and as more fully set forth in such Section and in Section 4.714.5, payments in respect of the principal of, of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 10.2 and 9.3 10.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 10.10, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (iv4) this Article 4Fourteen. Subject to compliance with this Article 4Fourteen, the Company may exercise its option under this Section 14.2 notwithstanding the prior exercise of its option under Section 4.5 14.3 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. (a) Provided no Event of Default has occurred and is continuing, at any time after the date which (i) is two years after the "startup day," within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "Code"), of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code, that holds the Note or (ii) is four years after the date hereof, whichever shall first occur, and before the Anticipated Repayment Date, Trustor may cause the release of the Trust Property from the lien of this Deed of Trust and the other Loan Documents upon the satisfaction of the following conditions: (i) not less than thirty (30) days prior written notice shall be given to Trustee and Beneficiary specifying a date (the "RELEASE DATE") on which the Defeasance Collateral (as hereinafter defined) is to be delivered, such Release Date only to occur on a Payment Date (as defined in the Note); (ii) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Beneficiary or its agents in connection with such release (including, without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement (as hereinafter defined) and related documentation), shall be paid in full on or prior to the Release Date; and (iii) Trustor shall deliver to Beneficiary on or prior to the Release Date: (A) an amount equal to the remaining principal amount of the Note and the Yield Maintenance Premium (hereinafter defined), if any, sufficient to purchase direct, non-callable obligations of the United States of America that provide for payments prior, but as close as possible, to all successive monthly Payment Dates occurring after the Release Date and assuming the Loan is paid in full on the Anticipated Repayment Date, with each such payment being equal to or greater than the amount of the corresponding installment of principal, interest and, if applicable, the fee of the Servicer required to be paid hereunder and/or under the Note (the "DEFEASANCE COLLATERAL"), each of which shall be duly endorsed by the holder thereof as directed by Beneficiary or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Beneficiary (including, without limitation, such instruments as may be required by the depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Beneficiary in conformity with all applicable state and federal laws governing granting of such security interests; (B) a pledge and security agreement, in form and substance satisfactory to Beneficiary in its sole discretion, creating a first priority security interest in favor of Beneficiary in the Defeasance Collateral (the "DEFEASANCE SECURITY AGREEMENT"), which shall provide, among other things, that any excess received by Beneficiary from the Defeasance Collateral over the amounts payable by Trustor hereunder shall be refunded to Trustor promptly after each Payment Date; (C) a certificate of Trustor certifying that all of the requirements set forth in this Paragraph 57 have been satisfied; (D) an opinion of counsel for Trustor in form and substance and delivered by counsel satisfactory to Beneficiary in its sole discretion stating, among other things, that (1) Beneficiary has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Trustor in accordance with its terms; and (2) that any REMIC Trust formed pursuant to a 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 such defeasance; (E) Trustor shall deliver evidence in writing from the applicable Rating Agencies to the effect that the collateral substitution will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance event for any securities issued in connection with the securitization which are then outstanding; (F) a certificate from a firm of independent public accountants acceptable to Beneficiary certifying that the Defeasance Collateral is sufficient to satisfy the provisions of paragraph A above; and (G) such other certificates, documents or instruments as Beneficiary may reasonably require. (b) Upon compliance with the requirements of this paragraph, the Trust Property shall be released from the lien of the this Deed of Trust and the other Loan Documents, and the Defeasance Collateral shall constitute the only collateral which shall secure the Note and all other obligations under the Loan Documents. Beneficiary will, at Trustor's expense, execute and deliver any agreements reasonably requested by Trustor to release the lien of the Deed of Trust from the Trust Property. Trustor, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Beneficiary and applied to satisfy the obligations of the Trustor under the Note. (c) Upon the Companyrelease of the Trust Property in accordance with this paragraph, Trustor may (or at the option of Beneficiary, shall) assign all its obligations under the Note, together with the pledged Defeasance Collateral, to a successor entity designated by Trustor and approved by Beneficiary in its sole discretion. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Beneficiary in its sole discretion pursuant to which it shall assume Trustor's obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Trustor shall (i) deliver to Beneficiary an opinion of counsel in form and substance and delivered by counsel satisfactory to Beneficiary in its sole discretion stating, among other things, that such assumption agreement is enforceable against Trustor and such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against such successor entity in accordance with their respective terms, and (ii) pay all costs and expenses incurred by Beneficiary or its agents in connection with such assignment and assumption (including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Upon such assumption, Trustor shall be relieved of its obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those obligations which are specifically intended to survive the termination; satisfaction or assignment of this Deed of Trust or the exercise of Beneficiary's rights and remedies hereunder. (d) Upon the option specified release of the Trust Property in Section 4.3 applicable accordance with this paragraph, Trustor shall have no further right to this Section with respect prepay the Note pursuant to the Securities other provisions of a series, the Company shall be deemed to have been discharged from its obligations this paragraph or otherwise. In connection with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied subparagraph (hereinafter "defeasance")a)(iii)(A) above, Trustor hereby appoints Beneficiary as its agent and attorney-in-fact for the purpose of purchasing the Defeasance Collateral with funds provided by the Trustor. For this purpose, such defeasance means that Trustor shall pay any and all expenses incurred in the Company shall be deemed to have paid and discharged purchase of the entire indebtedness represented by such Securities Defeasance Collateral and any coupons appertaining thereto which shall thereafter be deemed 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 be "Outstanding" only for accomplish the agreements of this paragraph. (e) For purposes of Section 4.7 this Deed of Trust the Note and the other Sections of this Indenture referred to in clause (ii) of this SectionLoan Documents, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at term "YIELD MAINTENANCE PREMIUM" shall mean the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premiumamount, if any, and interestwhich, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect added to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities remaining principal amount of the Trustee hereunder and (iv) this Article 4. Subject Note, will be sufficient to compliance with this Article 4, purchase the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultDefeasance Collateral.

Defeasance. Upon (a) If HRTAC shall pay or provide for the Company's exercise payment of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented on particular Bonds in any one or more of the following ways: (1) by such Securities and any coupons appertaining thereto which shall thereafter be deemed paying or causing to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of paid the principal of, of and premium, if any, and interest, if any, interest on such Securities Bonds, as and when the same shall become due and payable; (2) by delivering such Bonds to the Trustee for cancellation; or (3) by depositing with the Trustee (or an escrow agent acceptable to the Trustee), in trust, cash and/or Defeasance Obligations in such amount as will, together with the income or increment to accrue on such Defeasance Obligations (the “Defeasance Amount”), be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity dates, without consideration of any coupons appertaining thereto when such payments are due; reinvestment of the Defeasance Amount, as a Verification Agent shall verify to the Trustee’s satisfaction; (ii4) and if HRTAC shall also pay or provide for the Company's obligations payment of all other sums payable hereunder by HRTAC with respect to such Securities under Sections 3.4Bonds, 3.5and, 3.6if such Bonds are to be redeemed before their maturity, 9.2 and 9.3 and with respect notice of such redemption shall have been given as provided in Article IV of this Master Indenture (or the corresponding provisions of the Related Series Supplements) or provisions satisfactory to the payment Trustee shall have been made for the giving of Additional Amountssuch notice, if anysuch Bonds shall cease to be entitled to any lien, payable with respect benefit or security under this Master Indenture except as provided in subsection (d) below. (b) HRTAC may at any time surrender to the Trustee for cancellation any Bonds previously authenticated and delivered that HRTAC may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired as provided in this Section. (c) Upon such defeasance all rights of HRTAC, including its right to provide for optional redemption of Bonds on dates other than planned pursuant to such Securities defeasance, shall cease unless specifically retained by filing a written notification thereof with the Trustee on or prior to the date the Defeasance Amount is deposited with the Trustee or escrow agent. (d) When a Bond is deemed to be paid hereunder, as specified pursuant aforesaid, it shall no longer be secured by or entitled to Section 3.1(b)(18); the benefits of this Master Indenture, except for the purposes of any such payment (iiito the exclusion of all other Owners) from the rightsDefeasance Amount and except for the provisions of this Section, powers, trusts, duties Articles III and immunities IV (and the corresponding sections of the Trustee hereunder Series Supplements) and (iv) Section 6.1 of this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultMaster Indenture.

Defeasance. Upon (a) The Issuer may, at its option and at any time, elect to have all of its obligations and the Company's exercise obligations of the option specified in Section 4.3 applicable to this Section Subsidiary Guarantors discharged with respect to the Securities of a seriesoutstanding Notes issued under this Indenture, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 Guarantees and the other Sections of this Indenture referred to in clause Security Documents (ii“Legal Defeasance”) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of, premium, if any, or interest or premium and interestAdditional Interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the Company's Issuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Article 4Section 8.02. (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 5.01 of this 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. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option Covenant Defeasance option. In the event the Issuer terminates all of its obligations under Section 4.5 the Notes and this Indenture (with respect to such Securities and any coupons appertaining theretoNotes) by exercising its Legal Defeasance option or its Covenant Defeasance option, the obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c) (other than with respect to Article 5 (except for clause (iv) thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(h) or 6.01(i). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) 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 Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07 shall survive such satisfaction and discharge.

Defeasance. Upon (a) Notwithstanding any provisions of this Article 2 to the Company's exercise contrary, at any time following a REMIC Prohibition Period, Borrower may cause the release of the option specified Property from the Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (i) no Event of Default shall have occurred and be continuing; (ii) not less than thirty (30) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral is to be delivered (the "Release Date"); provided, however, that Borrower shall have the right to cancel or extend (by no more than thirty (30) days) such notice by providing Lender with notice of cancellation or extension not less than ten (10) days prior to the scheduled Release Date, provided that Borrower shall pay all of Lender's costs and expenses incurred as a result of such cancellation or extension; (iii) all sums due under this Agreement, the Note and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement and of the other materials described in Section 4.3 applicable 2.7(a)(iv) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to this Section with respect such release), shall be paid in full on or prior to the Securities Release Date; (iv) Borrower shall deliver to Lender on or prior to the Release Date: (A) 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"); (B) direct non-callable obligations of the United States of America or, to the extent satisfying Rating Agency criteria, other obligations which are "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (and in connection therewith, Borrower hereby appoints Lender as its agent and attorney in fact for the purpose of purchasing the same) that provide for payments on a seriesBusiness Day prior and as close as possible to each successive Payment Date (and the Maturity Date) after the Release Date, with each such payment being equal to or greater than the Company shall amount of the corresponding Monthly Payment Amount required to be deemed to have been discharged from its obligations with respect to such Securities paid under this Agreement and any coupons appertaining thereto (except as specified below) the Note and all amounts due on the date Maturity Date (the conditions "Defeasance Collateral"), duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance which would be satisfactory to a prudent 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; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section 4.6 are satisfied 2.7(a) have been satisfied; (hereinafter D) 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 (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, and (2) 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 holds the Note to fail to maintain its status as a REMIC Trust; (E) 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 Agreement and the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); (F) such other certificates, opinions, documents and instruments as a prudent lender would require; and (G) in the event the Loan is held by a REMIC Trust and if required by Lender, Lender has obtained a Rating Agency Confirmation. (b) Upon compliance with the requirements of Section 2.7(a), the Property shall be released from the Lien of the 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 shall, 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. (c) As a condition to the release of the Property in accordance with Section 2.7, Borrower shall assign all its obligations and rights under this Agreement and the Note, together with the pledged Defeasance Collateral, to a successor single purpose entity designated and approved by Lender in its sole and absolute discretion ("defeasanceSuccessor Borrower"). For this purpose, such defeasance means that Any Successor Borrower shall either be newly-formed at the Company time of the Defeasance or shall be deemed unaffiliated with the Borrower. Lender's right to have paid designate and discharged approve the entire indebtedness represented Successor Borrower shall, at the sole option of Bank of America, N.A., be exercised by Bank of America, N.A. and shall be retained by Bank of America, N.A. (or any successor or assign pursuant to an assignment of such Securities retained rights separate and apart from the transfer or Securitization of all or any coupons appertaining thereto portion of the Loan), notwithstanding any transfer or Securitization of all or any portion of the Loan. Successor Borrower shall execute an assignment and assumption agreement in form and substance which would be satisfactory to a prudent lender pursuant to which it shall thereafter assume Borrower's obligations under this Agreement, the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (i) deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel which would be deemed satisfactory to be "Outstanding" only for a prudent lender stating, among other things, that such assignment and assumption agreement is enforceable against Borrower and the purposes of Section 4.7 Successor Borrower in accordance with its terms and that this Agreement, the Note, the Defeasance Security Agreement and the other Sections of this Indenture referred Loan Documents, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to in clause such other matters relating to Successor Borrower and its organizational structure as Lender may require, including, if required by Lender, a New Non-Consolidation Opinion from counsel to the Successor Borrower, and (ii) pay all fees, costs and expenses incurred by Lender or its agents and Successor Borrower in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of this Sectionthe 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, and excluding any assumption fee which may otherwise be due pursuant to have satisfied all the other Loan Documents). Upon such assignment and assumption, Borrower shall be relieved of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (Agreement and the TrusteeNote, at the expense of other Loan Documents and the Company, shall on Company Order execute proper instruments acknowledging Defeasance Security Agreement arising from and after the same)Release Date, except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully expressly set forth in such Section the assignment and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultassumption agreement.

Defeasance. Upon the Company's exercise (i) Notwithstanding, any other provision of the option specified in Section 4.3 applicable to this Section with respect 2.4 to the Securities of a seriescontrary, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto including, without limitation, subsection (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (iia) of this SectionSection 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 have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense Lien of the Company, shall on Company Order execute proper instruments acknowledging Mortgages are referred to collectively as the same"REMAINING PROPERTY"), except upon the satisfaction of the following which conditions (a "DEFEASANCE EVENT"): (A) Borrower shall survive until otherwise terminated or discharged hereunder: give Lender not less than sixty (60) (but not more than ninety (90)) days prior written notice, specifying (i) the rights 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 Holders 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 Securities and any coupons appertaining thereto to receivecancellation or extension, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect principal amount of the Loan to such Securities under Sections 3.4, 3.5, 3.6, 9.2 be defeased and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rightsIndividual Property to be released; (B) All accrued and unpaid interest and other sums due under this Agreement, powersthe Note and under the other Loan Documents up to the Defeasance Date, trustsincluding, duties without limitation, all reasonable costs and immunities 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 Trustee hereunder 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 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 of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Borrower's estate under Section 541 of the 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 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) this Article 4the defeasance will not cause any REMIC Trust to be an "investment company" under the Investment Company Act of 1940; (5) Lender has received written confirmation from any Rating Agency rating any Securities that such substitution of the Defeasance Collateral will not result in a downgrade, withdrawal or qualification of the ratings then assigned to any of the Securities; (6) a certificate in form and scope acceptable to 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 Mortgages; and (8) such other certificates, opinions, documents or instruments as Lender may reasonably require. (ii) 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 to a special-purpose bankruptcy-remote entity ("SUCCESSOR BORROWER") to be formed by Borrower at its sole cost and expense. Subject to compliance with this Article 4In connection therewith, the Company may exercise Successor Borrower shall execute an assumption agreement in form and substance satisfactory to Lender in its option sole discretion pursuant to which it shall assume Borrower's obligations under this Section notwithstanding the prior exercise Note or the Defeased Note, as applicable, and the Defeasance Security Agreement. The sole asset of Successor Borrower shall be the 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 Note or the Defeased Note, as applicable, and the Defeasance Security Agreement and any other documents executed in connection with such defeasance are enforceable against Successor Borrower, and, in the event only a portion of the Note is the subject of a Defeasance Event, the Undefeased Note remains enforceable against Borrower, each in accordance with their respective terms, and (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 option obligations under Section 4.5 with respect the Note or the Defeased Note, as applicable, and the Defeasance Security Agreement and, to the extent such Securities documents relate to the Defeased Property, the other Loan Documents, and any coupons appertaining thereto. Following (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, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon Notwithstanding anything to the Company's exercise of the contrary in this Agreement or any Supplement: (a) The Transferors may at their option specified in Section 4.3 applicable to this Section be discharged from their obligations hereunder with respect to the Securities of any Series or all outstanding Series (each, a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below"Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 12.04(c) are satisfied (hereinafter a "defeasanceDefeasance") but only if Defeasance is explicitly available to such Series in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.04(c), payments in respect of the principal of, premium, if any, of and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Company's Transferors' obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section 12.04. (b) Subject to compliance with this Article 4subsection 12.04(c), the Company Transferors at their option may exercise cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Moody's, such deposit and termination of obligations would not be a defeasancefraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferors); 100 (iv) the Transferors shall have delivered to the Trustee an Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, payment based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Pay-Out Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Pay-Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of Default.such written notice to the Servicer and the Trustee. [END OF ARTICLE XII]

Defeasance. Upon Any provision hereof to the Company's exercise contrary notwithstanding, at any time during the Defeasance Period (as defined below), Borrower may obtain a release of the option specified in Section 4.3 applicable to this Section with respect to Mortgaged Property from the Securities lien of a series, the Company Security Instruments only upon the satisfaction of the following conditions: (i) not less than thirty (30) days prior written notice shall be deemed given to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Lender specifying a date (except the “Defeasance Date”) on which the Defeasance Collateral (as specified defined below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purposeis to be delivered, such defeasance means that date being the Company shall be deemed to have paid and discharged first day of the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause month; (ii) all accrued and unpaid interest and all other sums due under this Note, the Security Instruments and the Other Security Documents up to the Defeasance Date, including, without limitation, all reasonable costs and expenses incurred by Lender or its agents in connection with such defeasance, including, without limitation, any legal fees and expenses incurred in connection with obtaining and reviewing the Defeasance Collateral, the preparation of this Sectionthe Defeasance Security Agreement (as defined below) and related documentation, accountant fees, and to have satisfied investment advisor fees, all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated be paid in full on or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect prior to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); Defeasance Date; (iii) no Event of Default, and no event or condition that, with the rightsgiving of notice or passage of time or both, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of would constitute an Event of Default, shall exist either at the time Borrower gives notice of the Defeasance Date to Lender or on the Defeasance Date; (iv) Borrower shall deliver to Lender on or before the Defeasance Date direct, non-callable obligations of the United States of America in such form and amount that provide for the payments prior, but as close as possible, to all successive regularly scheduled monthly payment dates, including the Maturity Date, with such payments being equal to or greater than the amount of the corresponding monthly payment required to be paid under this Note (hereafter, “Scheduled Defeasance Payments”) for the balance of the term hereof and the amount required to be paid on the Maturity Date (such obligations are collectively and singularly referred to herein as “Defeasance Collateral”) each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instrument as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect a first priority security interest in such Defeasance Collateral in favor of Lender. The Defeasance Collateral may be purchased by Lender on Borrower’s behalf, in which case Borrower shall deposit with Lender at least three days before the Defeasance Date a sum sufficient, in Lender’s sole and absolute discretion, to purchase the Defeasance Collateral. Any sums in excess of the amount necessary to purchase the Defeasance Collateral shall be remitted to Borrower upon release of the Mortgaged Property. (v) Borrower shall deliver the following to Lender, at Borrower’s cost, on or prior to the Defeasance Date: (A) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”); (B) a certificate of Borrower certifying that all of the requirements hereunder for a defeasance have been satisfied; (C) 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, (x) that Lender has a perfected first priority security interest in the Defeasance Collateral, (y) that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms and (z) that the defeasance will not cause the entity which holds this Note to fail to qualify as a “real estate mortgage investment conduit” (a

Defeasance. Upon the Company's exercise of the above option specified in Section 4.3 applicable to this Section 14.2 with respect to the any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 14.4 are satisfied (hereinafter hereinafter, "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto thereto, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 14.5 and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust funds fund, described in Section 4.6(a) 14.4 and as more fully set forth in such Section and in Section 4.714.5, payments in respect of the principal of, of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 10.2 and 9.3 10.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 10.7, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (iv4) this Article 4Fourteen. Subject to compliance with this Article 4Fourteen, the Company may exercise its option under this Section 14.2 notwithstanding the prior exercise of its option under Section 4.5 14.3 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time following the earlier to occur of (a) the expiration of the REMIC Prohibition Period or (b) May 1, 2010, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (B) not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s costs and expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all other sums due under the Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) (i) direct non-callable obligations of, or guaranteed as to timely payment by, the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and as close as possible to (but in no event later than) all successive Scheduled Payment Dates occurring after the Release Date during the Lockout Period, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due to fully prepay the outstanding principal balance of the Loan at the expiration of the Lockout Period) for the balance of the Lockout Period (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender has a perfected security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable to a prudent institutional lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under the Note (including the prepayment of the principal balance of the Loan outstanding on the expiration of the Lockout Period); and (6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (iii) Upon the Company's exercise release of the option specified Property in Section 4.3 applicable to accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (B) pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreement. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same)Loan, except the following which that Lender shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and notify Borrower if any coupons appertaining thereto to receive, solely from the trust funds described REMIC Prohibition Period is in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and effect with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Loan after receiving any notice described in Section 3.1(b)(182.4(b)(i)(B); (iii) provided, however, that the rights, powers, trusts, duties and immunities failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to Loan during any such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultREMIC Prohibition Period.

Defeasance. Upon (i) Provided no Event of Default has occurred and is continuing, at any time after the Company's exercise date which is the earlier of: (A) two (2) years after the “startup day,” within the meaning of Section 860G(a)(9) of the option specified in Code, of the final “real estate mortgage investment conduit,” established within the meaning of Section 4.3 applicable to this Section with respect to 860D of the Securities Code, that holds any note that evidences all or any portion of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Loan or (except as specified belowB) on three (3) years after the date hereof, Borrower may cause the conditions set forth release of the Property (in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that whole but not in part) from the Company shall be deemed to have paid and discharged Lien of the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 Mortgage and the other Sections Loan Documents upon the satisfaction of this Indenture referred the following conditions: (A) not less than forty-five (45) days prior written notice shall be given to Lender specifying a date (the “Release Date”) on which the Defeasance Collateral is to be delivered, such Release Date to occur only on a Monthly Payment Date; (B) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Lender or its agents in clause connection with such release (iiincluding, without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Release Date; and (C) Fee Borrower shall deliver to Lender on or prior to the Release Date: a. an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Commencement of this Sectionthe Open Period, and (2) in amounts equal to have satisfied or greater than the Monthly Interest Payment Amount through and including the Commencement of the Open Period together with payment in full of the Outstanding Principal Balance as of the Commencement of the Open Period (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; b. a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”), which shall provide, among other obligations under such Securities things, that any payments generated by the Defeasance Collateral shall be paid directly to Lender and applied by Lender in satisfaction of all amounts then due and payable hereunder and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely excess received by Lender from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of Defeasance Collateral over the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) amounts payable by Borrower hereunder or under the Company's obligations with respect Note shall be refunded to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.Borrower promptly after each Monthly Payment Date;

Defeasance. Upon Notwithstanding anything to the Company's exercise contrary in this Agreement or any Supplement: (a) The Transferor and any Affiliate of Transferor that is a holder of the Exchangeable Transferor Certificate may at Transferor's option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified belowthe "DEFEASED SERIES") on the date the applicable conditions set forth in Section 4.6 12.05(c) are satisfied (hereinafter a "defeasanceDEFEASANCE"). For this purpose; PROVIDED, such defeasance means HOWEVER, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Holders the holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.712.05(c), payments in respect of the principal of, premium, if any, of and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Companyright of any Beneficiary to the payment of indemnities and any other amount due to it under any Transaction Document; (iii) the Transferor's obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.03 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.04; (iiiiv) the rights, powers, trusts, duties duties, and immunities of the Trustee, the Paying Agent and the Registrar hereunder (including, without limitation, Section 7.04 hereof); and (v) this Section 12.05. POOLING AND SERVICING AGREEMENT 112 106 (b) Subject to Section 12.05(c), the Transferor at its option may cause Collections allocated to the Defeased Series and available to purchase Principal Receivables to be applied to purchase Permitted Investments rather than Principal Receivables. (c) The following shall be the conditions to Defeasance under Section 12.05(a): (i) The Transferor irrevocably shall have deposited or caused to be deposited with the Trustee hereunder (such deposit to be made from other than the funds of the Transferor or any Affiliate of the Transferor's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount, or (B) Permitted Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Enhancement Providers with respect to the Defeased Series; (ii) prior to its first exercise of its right pursuant to this Section 12.05 with respect to a Defeased Series to substitute money or Permitted Investments for Receivables, if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferor shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations and (in any case) an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iii) the Transferor shall have delivered to the Trustee and any Enhancement Provider an Officer's Certificate of the Transferor stating the Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause an Early Amortization Event or any event that with the giving of notice or the lapse of time would constitute an Early Amortization Event; and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding Rating Agency Condition shall have been satisfied and the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment Transferor POOLING AND SERVICING AGREEMENT 113 107 shall have delivered copies of such Securities may not be accelerated because of an Event of Defaultwritten notice to the Servicer and the Trustee.

Defeasance. Upon the Company's exercise The provisions of Sections 1402 and 1403 of the option specified Original Indenture shall apply to the Junior Subordinated Notes at any time on or prior to May 15, 2020. With respect to the Junior Subordinated Notes, Section 1404(1) of the Original Indenture is amended and restated in its entirety as follows. (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 4.3 609 of the Original Indenture and agrees to comply with the provisions of this Section 1.8 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Junior Subordinated Notes, (i) money, or (ii) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money, or (iii) a combination thereof, in each case in an amount sufficient to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, on May 15, 2020, the principal of (and any premium on) the Junior Subordinated Notes, and, on their respective Stated Maturities, in accordance with the terms of the Indenture and the Junior Subordinated Notes, the scheduled payments of interest that shall accrue on the Junior Subordinated Notes from the date of such deposit to May 15, 2020; provided that the Trustee shall have received an opinion of a nationally recognized firm of independent public accountants expressed in a written certification as to the sufficiency of deposits made by the Company pursuant to this Section 1.8. The Trustee shall pay (from the funds deposited with respect it by the Company), on May 15, 2020, to Holders of the Junior Subordinated Notes as shown in the Security Register, the principal of (and any premium on) the Junior Subordinated Notes, and, on their respective Stated Maturities, the scheduled payments of interest that accrue on the Junior Subordinated Notes from the date of the deposit to May 15, 2020, in each case in accordance with the provisions of the Indenture; provided further that, if the Company exercises its option to have Section 1402 or Section 1403 of the Original Indenture applied to the Securities of Junior Subordinated Notes and has so deposited or caused to be deposited money, Governmental Obligations or a seriescombination thereof as provided above, the Company shall be deemed required to have been discharged from its obligations redeem the Junior Subordinated Notes in whole on May 15, 2020 in accordance with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections 1.9 of this First Supplemental Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense Article Eleven of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultOriginal Indenture.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time prior to the Anticipated Prepayment Date, other than during a REMIC Prohibition Period, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no 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 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 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 Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute 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 Company's exercise release of the option specified Property in Section 4.3 applicable to 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 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, except as expressly set forth in the assignment and assumption agreement. (iv) For purposes of this Section 2.4, “REMIC Prohibition Period” means the earlier to occur of (A) two-year period commencing with the “startup day” within the meaning of Section 860G(a)(9) of the Code of any REMIC Trust that holds the Note and (B) the period commencing on the date hereof and ending on the date which is three (3) years after the first Scheduled Payment Date following the date hereof. In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same)Loan, except the following which that Lender shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and notify Borrower if any coupons appertaining thereto to receive, solely from the trust funds described REMIC Prohibition Period is in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and effect with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Loan after receiving any notice described in Section 3.1(b)(182.4(b)(i)(B); (iii) provided, however, that the rights, powers, trusts, duties and immunities failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to Loan during any such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultREMIC Prohibition Period.

Defeasance. Upon Purchaser acknowledges that Seller shall defease its existing financing secured by the Company's exercise Property. Purchaser agrees to cooperate with Seller in undertaking such defeasance, at no cost or expense to Purchaser. Purchaser shall use commercially reasonable efforts to have its lender cooperate with Seller to effectuate the defeasance closing process (including having its lender fund the new loan proceeds into escrow with the Escrow Agent no later than 2:00 PM (New York time) on a date which is no later than one (1) Business Day prior to the recording of the option specified documents). If Seller is unable to defease its existing financing on or before October 14, 2014 and Purchaser has complied with its obligations under this Agreement, Purchaser may terminate this Agreement in which event the Xxxxxxx money less the Non Refundable Amount shall be returned to Purchaser and Seller shall pay Purchaser’s third party expenses as provided in and as limited by Section 4.3 applicable 10.2. So long as a party is not in default hereunder, if any condition to such party's obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as is provided herein), such party may, in its sole discretion, terminate this Section with respect Agreement by delivering written notice to the Securities other party on or before the Closing Date (or such earlier date as is provided herein), or elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of a seriessuch condition, the Company in which event such party shall be deemed to have been discharged waived any such condition. In the event the party benefiting from its obligations with respect the condition elects to close (or to permit any such Securities and any coupons appertaining thereto (except as specified below) on earlier termination deadline to pass), notwithstanding the date non-satisfaction of the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purposecondition, such defeasance means that the Company said party shall be deemed to have paid and discharged waived the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Sectioncondition, and there shall be no liability on the part of any other party hereto for breaches of representations and warranties of which the party electing to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, close had knowledge at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultClosing.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than prior to the expiration of the earlier of (a) the REMIC Prohibition Period or (b) thirty-six (36) months after the Closing Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (B) not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s costs and expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all other sums due under the Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) (i) direct non-callable obligations of, or guaranteed as to timely payment by, the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and as close as possible to (but in no event later than) all successive Scheduled Payment Dates occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due on the Maturity Date) for the balance of the term hereof (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender has a perfected security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable to a prudent institutional lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); and (6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (iii) Upon the Company's exercise release of the option specified Property in Section 4.3 applicable to accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (B) pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreement. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same)Loan, except the following which that Lender shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and notify Borrower if any coupons appertaining thereto to receive, solely from the trust funds described REMIC Prohibition Period is in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and effect with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Loan after receiving any notice described in Section 3.1(b)(182.4(b)(i)(B); (iii) provided, however, that the rights, powers, trusts, duties and immunities failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to Loan during any such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultREMIC Prohibition Period.

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in ---------- this Agreement or any Supplement: (a) The Transferor may at its option be deemed to have been discharged from its obligations with respect to such Securities and all of the Investor Certificates issued by the Trust or any coupons appertaining thereto (except as specified below) Series thereof on the date the applicable conditions set forth in Section 4.6 12.5(c) are satisfied (hereinafter "defeasanceDefeasance"). For this purpose; provided ---------- -------- however, such defeasance means that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which ------- immunities shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Securities and Investor Certificates of the Trust or any coupons appertaining thereto specified Series thereof to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.712.5(c), payments in respect of the principal of, premium, if any, of and interest, if any, 103 interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (iiB) the CompanyTransferor's obligations with respect to such Securities Series of Certificates under Sections 3.46.3, 3.5, 3.6, 9.2 6.4 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)12.3; (iiiC) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (ivD) this Article 4. Section 12.5. (b) Subject to compliance with this Article 4Section 12.5(c), the Company may exercise Transferor at its option may use Collections to purchase Permitted Investments rather than additional Receivables for transfer to the Trust until such time as no Receivables remain in the Trust. (c) The following shall be the conditions to Defeasance under Section 12.5(a): (1) the Transferor irrevocably shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below: (A) Dollars in an amount, or (B) Permitted Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or any specified Series thereof on the dates scheduled for such payments in this Section notwithstanding Agreement and the applicable Supplements and all amounts owed to the Credit Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Credit Enhancement Provider; (2) prior to each exercise of its option under Section 4.5 right to substitute money or Permitted Investments for Receivables, the Transferor shall deliver to the Trustee a Tax Opinion with respect to such Securities substitution and any coupons appertaining thereto. Following a defeasance, payment an Opinion of such Securities may Counsel to the effect that the Trust will not be accelerated because required to register as an "investment company" within the meaning of an the Investment Company Act of 1940, as amended; and (3) such deposit and termination of obligations will not result in a Pay Out Event for any Series. [End of Default.Article XII] 104

Defeasance. Upon Notwithstanding anything to the Company's exercise of the contrary in this Agreement or any Supplement: (a) The Transferors may at their option specified in Section 4.3 applicable to this Section be discharged from their obligations hereunder with respect to the Securities of any Series or all outstanding Series (each, a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below"Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 12.04(c) are satisfied (hereinafter a "defeasanceDefeasance") but only if Defeasance is explicitly available to such Series in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.04(c), payments in respect of the principal of, premium, if any, of and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Company's 102 Transferors' obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section 12.04. (b) Subject to compliance with this Article 4subsection 12.04(c), the Company Transferors at their option may exercise cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Xxxxx'x, such deposit and termination of obligations would not be a defeasancefraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferors); 103 (iv) the Transferors shall have delivered to the Trustee an Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, payment based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Pay-Out Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Pay-Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of Default.such written notice to the Servicer and the Trustee. [END OF ARTICLE XII] 104

Defeasance. Upon On the Company's exercise of date that the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company following conditions shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereundersatisfied: (i) the rights Transferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on de- posit in the Principal Funding Account following such deposit is equal to the sum of Holders the Class A Outstanding Principal Amount, the Class B Outstanding Principal Amount and the Class C Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the Transferor, for the period from the date of such Securities and any coupons appertaining thereto deposit to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of Principal Funding Account through the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are dueExpected Final Payment Date; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect Transferor shall have delivered to the payment Trustee (a) an opinion of Additional Amounts, if any, payable with respect counsel to the effect that such Securities deposit will not result in the Trust being required to register as specified pursuant to Section 3.1(b)(18); (iii) an "investment company" within the rights, powers, trusts, duties and immunities meaning of the Trustee hereunder Investment Company Act of 1940, as amended, (b) an opinion of counsel to the effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably be- lieves that such deposit will not cause a Pay Out Event or any event that, with the giving of notice or the lapse of time, would constitute a Pay Out Event, to occur; and (iv) this Article 4. Subject to compliance with this Article 4a Ratings Event will not occur, the Company may exercise Series 1997-1 Certificates will no longer be entitled to security interest of the Trust in the Receivables and, except those set forth in clause (i) above, other Trust assets and the percentages applicable to the allocation to the Series 1997-1 Certificateholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the satisfaction of the foregoing conditions, the Class D Invested Amount will be reduced to zero. SECTION 7. Article V of the Agreement. Article V of the Agreement shall read in its option under this Section notwithstanding entirety as follows and shall be applicable only to the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.Series 1997-1 Certificates:

Defeasance. Upon the Company's exercise (i) Provided that as of the option specified Release Date (as hereinafter defined) the Debt has not been accelerated, no Event of Default exists, and no event has occurred that with the passage of time, giving of notice, or modification or termination of the automatic stay of Section 362 of the United States Bxxxxxxxxx Xxxx xxx xxxxxx xx Xxxnt of Default ("DEFAULT"), Borrower may cause the release of the Property from the lien of the Security Instrument and the other Loan Documents ("DEFEASANCE") on any Monthly Payment Date following the date which is two (2) years and fifteen (15) days after the "startup day" within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended (together with any successor statute and the related Treasury Department Regulations including temporary regulations, the "CODE") of any "real estate mortgage investment conduit" within the meaning of Section 860D of the Code ("REMIC") that holds this Note upon Borrower's satisfaction of the following conditions: (A) Borrower shall provide Lender not less than thirty (30) days prior written notice specifying a Monthly Payment Date (such Date, or any extended date upon which Borrower and Lender may mutually agree is referred to herein as the "RELEASE DATE") on which the Defeasance Collateral (as hereinafter defined) is to be delivered; (B) On the Release Date Borrower shall pay in full 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 all costs and expenses including attorneys' fees incurred by Lender or its servicers or other agent(s) or to or on behalf of any rating agencies in connection with such release and related transactions (including the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement (as hereinafter defined) and related documentation) together with a defeasance processing fee in an amount equal to one-half of one percent (0.5%) of the then Outstanding Principal Balance but in no event less than (A) $10,000 or greater than (B) $20,000; and (C) Borrower shall deliver the following, all of which must be satisfactory to Lender in its sole discretion, at or prior to the release of the Property and substitution of the Defeasance Collateral: (1) Direct, non-callable and non-redeemable securities evidencing an obligation to pay principal and interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged (the "DEFEASANCE COLLATERAL") in amounts sufficient to pay all scheduled principal and interest payments required under this Note, which securities provide for payments prior, but as close as possible, to the Business Day prior to each successive Monthly Payment Date occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment required to be made hereunder for the balance of the term hereof plus the amount required to be paid on the Maturity Date (the "SCHEDULED DEFEASANCE PAYMENTS"), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to Lender in its sole discretion (including such instruments as may be required by the depository institution or other entity holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement (as hereinafter defined) a valid, first priority lien and security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interest; (2) any and all agreements, certificates, opinions, documents or instruments required by Lender in its sole discretion in connection with the Defeasance including (a) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the "DEFEASANCE SECURITY AGREEMENT"), and (b) any and all agreements, certificates, opinions, documents, or instruments required by Lender in its sole discretion that affect or relate in any way to the maintenance by any REMIC that holds this Note of its qualification and status for tax purposes as a REMIC; (3) a certificate of Borrower certifying that (a) all of the requirements set forth in this Section 4.3 applicable 9(b) have been satisfied, (b) the transactions that are being carried out pursuant to this Section 9(b) (including specifically the release of the lien of the Security Instrument) are being effected to facilitate the disposition of the Property or any other customary commercial transaction and not as part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages, and (c) the amounts of the Defeasance Collateral comply with all the requirements of this section including the requirement that the Defeasance Collateral shall generate monthly amounts equal to or greater than the Scheduled Defeasance Payments required to be paid under this Note through the Maturity Date; (4) an opinion of counsel for Borrower, delivered by counsel acceptable to Lender in its sole discretion, stating, among other things but without substantive qualification, that (a) Lender has a valid, duly perfected, first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (b) neither the Defeasance nor any other transaction that occurs pursuant to the provisions of this Section 9(b) has caused or will cause the Loan (including for this purpose the Loan Documents) to cease to be a "qualified mortgage" within the meaning of Section 860G of the Code, either under the provisions of Treasury Regulation Sections 1.860G-2(a)(8) or 1.860G-2(b) (as such regulations may be amended or superseded from time to time) or under any other provision of the Code or otherwise, and (c) the tax qualification and status of any REMIC or any other entity that holds this Note will not be adversely impaired or affected as a result of the Defeasance and/or any other transaction that occurs pursuant to the provisions of this Section 9(b); (5) a certificate and opinion delivered by an independent certified public accounting firm acceptable to Lender in its sole discretion (a) certifying that the amounts of the Defeasance Collateral comply with all the requirements of this Section including the requirement that the Defeasance Collateral shall generate monthly amounts equal to or greater than the Scheduled Defeasance Payments required to be paid under this Note through the Maturity Date; and (b) setting forth the change in the yield of the Loan that results from the Defeasance and any other transactions that occur pursuant to the provisions of this Section 9(b), including supporting computations which shall be made in a manner that is consistent with the provisions of Treasury Regulation Sections 1.1001-3(e)(1); (6) written confirmation from the rating agencies that have rated any of the securities issued by any REMIC that holds this Note to the effect that the Defeasance will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance for any rated securities then outstanding, and if required by any rating agency or Lender, a non-consolidation opinion with respect to the Securities Defeasance Obligor (as hereinafter defined) in form and substance satisfactory to Lender and such rating agency; and (7) Borrower shall (unless otherwise agreed to in writing by Lender in its sole discretion), at Borrower's sole expense, assign all of its obligations under this Note, together with the Defeasance Collateral, to a seriessuccessor entity ("DEFEASANCE OBLIGOR") designated by Lender in its sole discretion (including to an entity that is owned and/or controlled by Lender) that is a single purpose, bankruptcy remote entity as determined by Lender in its sole discretion. The Defeasance Obligor shall execute an assumption agreement pursuant to which it shall assume Borrower's obligations under this Note, the Company shall be deemed to have been discharged from its obligations with respect Loan Documents, and the Defeasance Security Agreement. As conditions to such Securities assignment and any coupons appertaining thereto assumption, Borrower shall (except as specified belowa) on deliver to Lender an opinion of counsel delivered by counsel acceptable to Lender in its sole discretion stating, among other things, that such assumption agreement has been duly authorized and is enforceable against Borrower and the date the conditions set forth Defeasance Obligor in Section 4.6 are satisfied (hereinafter "defeasance"). For this purposeaccordance with its terms, such defeasance means that the Company shall be deemed to have paid and discharged Note, the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 Defeasance Security Agreement and the other Sections Loan Documents, as so assumed, have been duly authorized and are enforceable against the Defeasance Obligor in accordance with their respective terms, and that the delivery of the Defeasance Collateral to the Defeasance Obligor does not constitute a fraudulent transfer, preferential payment, or other voidable transfer under applicable bankruptcy law and (b) pay all costs and expenses including attorneys' fees incurred by Lender or its servicer or other agent(s) in connection with such assignment and assumption (including the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Upon such assumption, Borrower shall be relieved of its obligations under this Note, the Defeasance Security Agreement and the other Loan Documents, other than those obligations which are specifically intended to survive the payment of this Indenture referred to in clause Note and the termination, satisfaction or assignment of this Note, the Defeasance Security Agreement or the other Loan Documents or the exercise of Lender's rights and remedies under any of such documents and instruments. (ii) Upon compliance with the requirements of this Section, Lender shall release the Property from the lien of the Security Instrument and to have satisfied the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure this Note and all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the TrusteeLoan Documents. Lender will, at Borrower's expense, execute and deliver any agreements reasonably requested by Borrower to release the expense lien of the CompanySecurity Instrument from the Property. Borrower, pursuant to the Defeasance Security Agreement, shall on Company Order execute proper instruments acknowledging authorize and direct that the samepayments received from Defeasance Collateral be made directly to Lender and applied to satisfy the obligations of Borrower under this Note. (iii) Upon the release of the Property in accordance with this Section 9(b), except Borrower shall have no further right to prepay this Note. Borrower shall pay any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the following which shall survive until transfer of this Note or otherwise terminated or discharged hereunder: required to accomplish the agreements of this Section. (iiv) the rights If any notice of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified defeasance is given pursuant to Section 3.1(b)(189(b)(i)(A); , Borrower shall be required to defease the Loan on the Release Date (iii) unless such notice is revoked by Borrower prior to the rights, powers, trusts, duties Release Date in which event Borrower shall immediately reimburse Lender for any and immunities of the Trustee hereunder all reasonable costs and (iv) this Article 4. Subject to compliance expenses incurred by Lender in connection with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment Borrower's giving of such Securities notice and revocation). (v) At Borrower's request, Lender may not be accelerated because of an Event of Default.agree in its sole discretion that Lender or its servicer or other agent, acting on Borrower's behalf as Borrower's agent and attorney-in-

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Indenture or any Indenture Supplement: (a) The Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all Outstanding Series (except as specified beloweach, a "DEFEASED SERIES") on the date the applicable conditions set forth in Section 4.6 subsection 11.04(c) are satisfied (hereinafter a "defeasanceDEFEASANCE"). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Notes of the Defeased Series to receive, solely from the trust funds described provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 11.04(c), payments in respect of the interest on and principal of, premium, if any, and interest, if any, on of such Securities and any coupons appertaining thereto Notes when such payments are due; (ii) the CompanyIssuer's obligations with respect to such Securities Notes under Sections 3.4, 3.5, 3.6, 9.2 2.05 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.06; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section and Section 12.16. (b) Subject to compliance with this Article 4subsection 11.04(c), the Company may exercise Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Section notwithstanding Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its option under right pursuant to this Section 4.5 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01, of the term "TAX OPINION" (the preparation and delivery of which shall not be at the expense of the Indenture Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following a defeasancetermination of obligations, payment and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause an Amortization Event with respect to any Series or any event that, with the giving of notice or the lapse of time, would result in the occurrence of an Amortization Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of Defaultsuch written notice to the Servicer and the Indenture Trustee.

Defeasance. Upon (a) Notwithstanding anything to the Company's exercise contrary contained in the Notes, this Deed of Trust or the Loan Documents, at any time after the third (3rd) anniversary of date hereof, and provided no Event of Default has occurred and is continuing (unless Beneficiary shall otherwise consent, in its sole discretion), Grantor shall have the right to obtain the release of the option specified Property from the lien of this Deed of Trust and the other Loan Documents upon the satisfaction of the following conditions precedent: (1) not less than thirty (30) days' prior written notice to the Beneficiary specifying a regular payment date under the 4647 Note (the "Defeasance Election Date") on which the Defeasance Deposit (hereinafter ------------------------- defined) is to be made; (2) the remittance to the Beneficiary on the related Defeasance Election Date of interest accrued and unpaid on the outstanding principal amount of the 4647 Note 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 Notes, this Deed of Trust and the other Loan Documents; (3) the irrevocable deposit with the Beneficiary of an amount (the "Defeasance Deposit") of U.S. Government Securities (hereinafter ------------------ defined), determined by Beneficiary, which through the scheduled payment of principal and interest in Section 4.3 applicable respect thereof in accordance with their terms will provide, not later than the due date of any payment, cash in an amount sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Beneficiary, to pay and discharge the Scheduled Defeasance Payments (hereinafter defined); (4) the delivery on or prior to the Defeasance Election Date to the Beneficiary of: (A) a security agreement, in form and substance satisfactory to the Beneficiary, creating a first priority lien on the Defeasance Deposit (the "Defeasance Security Agreement"); ----------------------------- (B) a release of the Property from the lien of this Deed of Trust, the Assignment of Leases and Rents executed by Grantor dated as of the date hereof made by Grantor to Beneficiary (the "Assignment ---------- of Leases") and any UCC Financing Statements executed by Grantor --------- relating thereto (for execution by the Beneficiary) in a form appropriate for cancellation of such documents in the jurisdiction in which the Property is located; (C) certificate of an officer of the general partner of Grantor certifying that the requirements set forth in this subparagraph (a) ---------------- have been satisfied; (D) an opinion of counsel for Grantor in form and substance satisfactory to the Beneficiary to the effect that the Beneficiary has a perfected first priority security interest in the Defeasance Deposit; (E) such other certificates, document or instruments as the Beneficiary may reasonably request; and (5) the payment by Grantor to Beneficiary of all reasonable out- of-pocket costs and expenses (including, without limitation, attorneys' fees and disbursements) incurred or anticipated to be incurred by Beneficiary in connection with the release of the Property from the lien of this Deed of Trust and the other Loan Documents pursuant to this Section ------- 1.36 including, without limitation, Beneficiary's determination of whether ---- Grantor has satisfied all of the related conditions and requirements set forth in this Section 1.36. ------------ (b) Upon completion with the requirements of subparagraph (a) above, ---------------- the Property shall be released from the lien of this Deed of Trust, the Assignment of Leases and any UCC Financing Statements related thereto, the obligations hereunder and under the other Loan Documents with respect to the Securities of a seriesProperty shall no longer be applicable and the Defeasance Deposit, the Company shall be deemed to have been discharged from its obligations together with respect to such Securities and any coupons appertaining thereto Lender's lien (except as specified belowif any) on the date the conditions set forth in Section 4.6 are satisfied Property (hereinafter "defeasance"as defined herein). For this purpose, such defeasance means that the Company shall be deemed the sole source of collateral securing the Note. The Beneficiary shall apply the Defeasance Deposit and the payments received therefrom to have paid the payment of all scheduled principal and discharged interest payments (the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only Scheduled Defeasance Payments") ----------------------------- due on all successive payment dates under the Note after the Defeasance Election Date, including the payment due on the Preferred Prepayment Date (as defined in the Note), assuming for the purposes of this Section 4.7 1.36 that ------------ all outstanding principal and interest will be due and payable in full on the Preferred Prepayment Date. Grantor, pursuant to the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from the Defeasance Deposit shall be made directly to Beneficiary and applied to satisfy the obligations of Grantor under the Note. In connection with such release, if Grantor shall continue to own any assets other than the Defeasance Deposit, Grantor shall establish or designate a single-purpose, bankruptcy- remote successor entity acceptable to Beneficiary (the "Successor Grantor"), ----------------- with respect to which a nonconsolidation opinion satisfactory in form and substance to Beneficiary has been delivered to Beneficiary (if such nonconsolidation opinion was required of Grantor in connection with the origination of the indebtedness secured hereby) in which case Grantor shall transfer and assign to the Successor Grantor all obligations, rights and duties under the Note and the other Sections Defeasance Security Agreement, together with the pledged Defeasance Deposit. The Successor Grantor shall assume the obligations of this Indenture referred Grantor under the Note and the Defeasance Security Agreement, and Grantor shall be relieved of its obligations hereunder and thereunder. Grantor shall pay One Thousand and No/100 Dollars ($1,000.00) to in clause the Successor Grantor as consideration for assuming such Grantor obligations. (c) As used herein, the term "U.S. Government Securities" shall mean -------------------------- securities that are (i) direct obligations of the United States of America for the full and timely payment of which its full faith and credit is pledged or (ii) obligations of this Sectionan 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, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto which in either case are concerned (and the Trustee, not callable or redeemable at the expense option of the Company, shall issuer thereof (including a depository receipt issued by a bank (as defined in Section 3(a)(2) of the United States Securities Act)) as custodian with respect to any such U.S. Governmental Securities or a specific payment of principal of or interest on Company Order execute proper instruments acknowledging any such U.S. Governmental Securities held by such custodian for the same), except account of the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders holder of such Securities and depository receipt, provided that (except as required by law) such custodian is not authorized to make any coupons appertaining thereto to receive, solely deduction from the trust funds described in Section 4.6(a) and as more fully set forth in amount payable to the holder of such Section and in Section 4.7, payments depository receipt from any amount received by the custodian in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) securities or the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the specific payment of Additional Amounts, if any, payable with respect to principal of or interest on the securities evidenced by such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultdepository receipt.

Defeasance. Upon (a) At any time after the Company's exercise date which is the earlier of (x) two years after the "startup day," within the meaning of Section 860G(a)(9) of the option specified 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 not constitute an avoidable preference under Section 4.3 applicable 547 of the United States Bankruptcy Code in the event of a filing of a petition for relief under the United States Bankruptcy Code for or against SC, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 1001 of the IRC, (v) such transfer will not, by itself, adversely affect the status of the Securities as indebtedness for federal income tax purposes and (vi) such transfer will not adversely affect the status of the entity holding the SC Debt as a REMIC (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the SC Note was transferred to such REMIC not later than two years prior to the Release Date); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be maintained for the twelve full months commencing immediately after the Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the MHP Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) the MHP Debt Service Expense for such period and (ii) the payments received for such period from or with respect to U.S. Obligations then held as security for the MHP Notes; and (H) If the defeasance is made after the Securitization, the Rating Agencies deliver a Rating Comfort Letter. (b) If, following the release of the SC Property, less than all of the MHP Properties shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to the lesser of (A) 125% of the Release Price and (B) the greater of (i) 100% of the outstanding principal amount of the SC Note and interest accrued and unpaid thereon or (ii) the sale proceeds or other cash distributable to MHP pursuant to Section 4.06 of the Amended and Restated Agreement of Limited Partnership of SC (which Section, together with Section 7.03 thereof, SC shall not amend without the prior consent of the Lender). Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the SC Note but shall provide for a mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, SC may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the type referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio. If the SC Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the payments provided for in this subsection (b) shall be equal to the greater of (A) the Release Price and (B) the lesser of (x) 125% of the Release Price and (y) the net Condemnation Proceeds or the net Insurance Proceeds received on account of the SC Property. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9.3(A) of the Cash Management Procedures. (c) If, as a result of the release of the SC Property, all of the MHP Properties and the SC Property shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide, together with any U.S. Obligations purchased in connection with any prior releases of the MHP Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to the outstanding principal balance of the SC Note and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the SC Note but shall provide for a mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9.3(A) of the Cash Management Conditions. (d) Upon compliance with the requirements of this Section 2.3, the SC Property and each of the MHP Properties shall be released from the Lien of the Security Documents; the U.S. Obligations shall constitute substitute collateral which shall secure the SC Debt. (e) If the SC Property has been released and the MHP Properties have been released pursuant to the provisions of Section 2.3 of the MHP Loan Agreement, SC may assign its obligations under the SC Note together with the U.S. Obligations relating thereto to a successor entity (the "Successor Entity") ---------------- designated by NACC and thereupon be released fully from all obligations relating to the SC Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Section 2.3 shall provide that upon such assignment, the Defeasance Collateral will not be part of the estate of SC under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. NACC shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the SC Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by SC, the Successor Entity shall assume SC's obligations under the SC Note and the Defeasance Security Agreement, 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 Securities Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of a seriesthis 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 Company shall be deemed to have been discharged from its obligations with respect to such Securities payments required under subsections (b) or (c), as the case may be, plus any costs and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed expenses incurred or to be "Outstanding" only for the purposes of Section 4.7 incurred in making such purchase and the other Sections of this Indenture referred to in clause (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 this Section, and to have satisfied all its other obligations under such Securities and America or any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense agency or instrumentality of the CompanyUnited 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 on Company Order execute proper instruments acknowledging mean, in -------------------------------------- respect of any fiscal period, the same), except the following which shall survive until otherwise terminated or discharged hereunder: ratio of (i) the rights of Holders of MHP Net Operating Income for such Securities and any coupons appertaining thereto period to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations difference between (x) the MHP Debt Service Expense for such period and (y) the payments to be received for such period from or with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to U.S. Obligations then held as security for the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultMHP Notes.

Defeasance. Upon (a) Except as expressly provided in paragraph (b) below, this Agreement shall terminate at such time as the Company's exercise Guaranteed Obligations have been paid and performed in full and all other obligations of the option specified Guarantor to HPT under this Agreement have been satisfied in Section 4.3 applicable to full; PROVIDED, HOWEVER, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Section with respect Agreement, to the Securities of a seriesextent such payment is or must be rescinded or returned, the Company shall be deemed to have continued in existence notwithstanding any such termination. (b) Provided that no (i) monetary Default, (ii) Default as to which Notice thereof has been discharged from its obligations given to Tenant or (iii) Event of Default shall have occurred and be continuing under the Lease, (y) Cash Flow (as defined below) for a period of thirteen (13) full consecutive Accounting Periods equals or exceeds Eighteen Million Five Hundred Thousand Dollars ($18,500,000) with respect to such Securities period, and any coupons appertaining thereto (except z) HPT shall receive a schedule evidencing the foregoing, in form and substance reasonably satisfactory to HPT prepared by a, so-called, "Big-Six" accounting firm or such other certified public accountants as specified below) on the date the conditions set forth in Section 4.6 are satisfied approved by HPT (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed approval not to be "Outstanding" only for unreasonably withheld, delayed or conditioned), this Agreement shall terminate ten (10) Business Days after delivery to HPT of the purposes of Section 4.7 and the other Sections of this Indenture referred to financial statements described in clause (iiz) of this Sectionpreceding, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned HPT shall, within ten (and 10) Business Days after the Trustee, at the expense written request of the CompanyGuarantor, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of confirm such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect termination by executing a release of the principal of, premium, if any, Guarantor from all obligations and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities liabilities arising under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect this Agreement subsequent to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties release date and immunities returning any unapplied balance of the Trustee hereunder Guaranty Deposit (as hereinafter defined) to the Guarantor, together with any accrued and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultunpaid interest thereon.

Defeasance. Upon The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Company's exercise of the option specified , in Section 4.3 applicable to this Section with respect to the Securities of a serieseach case, upon compliance by the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the certain conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance")the Indenture, which provisions apply to this Note. For PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE the within Security of ProLogis, L.P. and hereby does irrevocably constitute and appoint transfer said Security on the books of the within-named Company with full power of substitution in the premises. Dated: _______________________ NOTICE: The signature to this purposeassignment must correspond with the name as it appears on the first page of the within Security in every particular, such defeasance means that without alteration or enlargement or any change whatever. The undersigned hereby irrevocably request(s) and instruct(s) the Company shall be deemed to have paid and discharged repay the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed within Note (or portion thereof specified below) pursuant to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred its terms at a price equal to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect 100% of the principal ofamount Outstanding to be repaid, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations together with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect unpaid interest to the payment of Additional AmountsRepayment Date, if anyto the undersigned, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); at (iii) the rights, powers, trusts, duties Please print or typewrite name and immunities address of the Trustee hereunder and undersigned) If less than the entire principal amount Outstanding of the within Note is to be repaid, specify the portion thereof (iv) this Article 4. Subject to compliance with this Article 4which shall be increments of U.S. $1,000 original principal amount (or if the Specified Currency is other than U.S. dollars, the Company may exercise its option under this Section notwithstanding minimum Authorized Denomination specified on the prior exercise of its option under Section 4.5 with respect face hereof)) which the holder elects to such Securities have repaid:___________; and any coupons appertaining thereto. Following a defeasance, payment of such Securities may specify the denomination or denominations (which shall not be accelerated because less than the minimum authorized denomination) of an Event the Notes to be issued to the holder for the portion of Defaultthe within Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): ________________ Dated: ____________________ NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement. * Applies only if this Note is a Registered Global Security.

Defeasance. Upon (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the Company's exercise right at any time after the Release Date and prior to the Maturity Date to voluntarily defease all or any portion of the option specified entire Loan and obtain a release of the lien of the applicable Security Instrument or Security Instruments (hereinafter, a “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 “Defeasance Date”) on which the Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the Loan to and including the Defeasance Date (provided, that, if such Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of principal and interest due on the Loan to and including the next occurring Monthly Payment Date); (B) all other sums, if any, due and payable under the Note, this Agreement, the Security Instruments and the other Loan Documents through and including the Defeasance Date (or, if the Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal (provided such legal fees, costs and expenses are reasonable), Rating Agency and other customary fees, costs and expenses paid or incurred by Lender or its agents in connection with the Defeasance Event, the release of the lien of the applicable Security Instrument on the applicable Individual Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note or the Defeasance Event; (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 2.8(d) hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Maturity Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have identical terms as the original Note except for the principal balance and the maturity date. A Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.8 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that notwithstanding anything to the contrary contained herein, no such partial defeasance shall take place unless the conditions outlined in Section 4.3 2.9 are satisfied; (vi) Borrower shall deliver to Lender (1) 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 (I) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral; (II) 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 or the Defeased Note, if applicable, as indebtedness for federal income tax purposes; and (III) 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 to this Section state law; (2) a REMIC Opinion with respect to the Securities of Defeasance Event, and (3) a series, the Company shall be deemed to have been discharged from its obligations New Non-Consolidation Opinion with respect to such Securities and any coupons appertaining thereto Successor Borrower; (except vii) Borrower shall deliver to Lender a Rating Agency Confirmation as specified belowto the Defeasance Event; (viii) on Borrower shall deliver an Officer’s Certificate certifying that the date the conditions requirements set forth in this Section 4.6 are satisfied 2.8 have been satisfied; (hereinafter "defeasance"). For this purpose, such defeasance means ix) Borrower shall deliver a certificate of a “big four” (excluding Xxxxxx Xxxxxxxx) or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Company Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (x) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; (xi) Borrower shall pay all actual costs and expenses of Lender incurred in connection with the Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses; and (xii) The Defeasance Event shall be deemed to have paid permitted under REMIC Requirements in effect as of each of (I) the Defeasance Notice Date and discharged (II) the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense date of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect consummation of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultDefeasance Event.

Defeasance. Upon Notwithstanding any provision of this PARAGRAPH 3 to the Company's exercise contrary (but subject to the last sentence of this SUBPARAGRAPH 3.2), at any time after the earlier of (a) three (3) years after the full funding of the option specified Loan or (b) two (2) years after the "startup day," within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "CODE"), of a "real estate mortgage investment conduit" ("REMIC"), within the meaning of Section 860D of the Code, that holds this Note, and provided no Event of Default has occurred and is continuing hereunder or under any of the other Loan Documents, Borrower may cause the release of the Property from the lien of the 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 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 Note and all scheduled principal payments due through and including the Release Date. If for any reason the Release Date is not a Debt Service Payment Date, Borrower shall also pay interest that would have accrued on the Note through the next Debt Service Payment Date; (iii) Borrower shall have paid all other sums (not including scheduled interest or principal payments) due under this Note and under the other Loan Documents, including any Defeasance processing fee charged by Xxxxxx; (iv) Borrower shall deliver to Lender on or prior to the Release Date: A. The estimated amount necessary to purchase the Defeasance Collateral (the "DEFEASANCE DEPOSIT"); B. An executed pledge and security agreement, in Section 4.3 form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Xxxxxx 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 Code and that the Defeasance complies with all applicable REMIC provisions under the Code; and (3) Xxxxxx has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms; E. A certificate of Borrower certifying that all requirements relating to the Defeasance set forth in this Section with respect Note and any other Loan Documents have been satisfied; and X. Xxxx 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, Xxxxxx 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 seriesrelease of the lien of the Mortgage, as well as all fees and expenses of the Applicable Rating Agencies, and all reasonable accountants' and attorneys' fees and expenses; and (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 Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities Loan may not be accelerated because defeased during the last ninety (90) days of an Event of Defaultthe loan term if the Loan has not previously been defeased.

Defeasance. Upon (i) Notwithstanding any provisions of this Section 2.6 to the Company's exercise contrary, including, without limitation, subsection (a) of this Section 2.6, at any time after the Permitted Defeasance Date, Borrower may cause the release of the option specified Property from the lien of the Security Instrument and the other. Loan Documents upon the satisfaction of the following conditions (such event being a "DEFEASANCE EVENT"): (A) no Event of Default shall exist under any of the Loan Documents; (B) not less than thirty (30) (but not more than sixty (60)) 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"); 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 4.3 2.6(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 and satisfying any requirements binding upon any applicable REMIC Trust, 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 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 2.6(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 and satisfying any requirements binding upon any applicable REMIC Trust 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 Securities Defeasance Collateral nor any proceeds thereof will be property of a series, Borrower's estate under Section 541 of the Company shall be deemed to have been discharged from its obligations with respect to such Securities and U.S. Bankruptcy Code or any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 similar statute and the other Sections grant of this Indenture referred security interest therein to in clause (ii) of this Section, and to have satisfied all its other obligations Lender shall not constitute an avoidable preference under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense Section 547 of the CompanyU.S. Bankruptcy Code or applicable state law, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities release of the Trustee hereunder lien of the Security Instrument 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) this Article 4. Subject the defeasance will not cause any REMIC Trust to be an "investment company" under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable to 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 (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 or any part thereof is held by a REMIC Trust, Lender has received a Ratings Confirmation in connection with the substitution of the Defeasance Collateral. (ii) Upon compliance with this Article 4the requirements of Section 2.6(b)(i), the Company may exercise its option Property shall be released from the lien of the Security Instrument 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 Security Instrument and the other Loan Documents from the Property. (iii) Upon the release of the Property in accordance with this Section notwithstanding 2.6(b), Borrower shall (at Lender's sole and absolute discretion) assign all its obligations and rights under the prior exercise of Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its option under Section 4.5 with respect to such Securities sole and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.absolute discretion ("SUCCESSOR

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in ---------- this Agreement or any Supplement: (a) The Transferor may at its option be deemed to have been discharged from its obligations with respect to such Securities and all of the Investor Certificates issued by the Trust or any coupons appertaining thereto (except as specified below) Series thereof on the date the applicable conditions set forth in Section 4.6 12.5(c) are satisfied (hereinafter "defeasanceDefeasance"). For this purpose; provided ---------- -------- however, such defeasance means that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which ------- immunities shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Securities and Investor Certificates of the Trust or any coupons appertaining thereto specified Series thereof to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.712.5(c), payments in respect of the principal of, premium, if any, of and interest, if any, 101 interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (iiB) the CompanyTransferor's obligations with respect to such Securities Series of Certificates under Sections 3.46.3, 3.5, 3.6, 9.2 6.4 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)12.3; (iiiC) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (ivD) this Article 4. Section 12.5. (b) Subject to compliance with this Article 4Section 12.5(c), the Company may exercise Transferor at its option may use Collections to purchase Permitted Investments rather than additional Receivables for transfer to the Trust until such time as no Receivables remain in the Trust. (c) The following shall be the conditions to Defeasance under Section 12.5(a): (1) the Transferor irrevocably shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below: (A) Dollars in an amount, or (B) Permitted Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or any specified Series thereof on the dates scheduled for such payments in this Section notwithstanding Agreement and the applicable Supplements and all amounts owed to the Credit Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Credit Enhancement Provider; (2) prior to each exercise of its option under Section 4.5 right to substitute money or Permitted Investments for Receivables, the Transferor shall deliver to the Trustee a Tax Opinion with respect to such Securities substitution and any coupons appertaining thereto. Following a defeasance, payment an Opinion of such Securities may Counsel to the effect that the Trust will not be accelerated because required to register as an "investment company" within the meaning of an the Investment Company Act of 1940, as amended; and (3) such deposit and termination of obligations will not result in a Pay Out Event for any Series. [End of Default.Article XII]

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in ---------- this Agreement or any Supplement: (a) The Seller may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified belowthe "Defeased -------- Series") on the date the applicable conditions set forth in Section 4.6 12.04(c) are ------ satisfied (hereinafter "defeasanceDefeasance"). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, ---------- -------- ------- obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.712.04(c), payments in respect of the principal of, premium, if any, of and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the CompanySeller's obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Article 4. Section 12.04. (b) Subject to compliance with this Article 4Section 12.04(c), the Company may exercise Seller at its option may cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under Section 12.04(a): (i) the Seller irrevocably shall have deposited or assigned, or caused to be deposited or assigned, with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) dollars in an amount, (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, (C) interest rate swaps, caps or other hedging agreements from an Eligible Institution, or (D) a combination thereof, in each case sufficient to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Section notwithstanding Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Defeased Series; (ii) prior to its first exercise of its option under right pursuant to this Section 4.5 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Seller shall have delivered to the Trustee a Tax Opinion with respect to such Securities deposit and any coupons appertaining thereto. Following a defeasancetermination of obligations and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iii) the Seller shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer's Certificate of the Seller stating that the Seller reasonably believes that such deposit and termination of obligations will not, payment based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Pay-Out Event or any event that, with the giving of an notice or the lapse of time, would constitute a Pay-Out Event of Defaultto occur with respect to any Series; and (iv) the Rating Agency Condition has been satisfied.

Defeasance. Upon (i) Notwithstanding any provisions of this Article 5 to the Company's exercise contrary, including, without limitation, subsection (a) 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 option specified 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 4.3 applicable 5(b)(i)(E) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to this Section with respect such release), shall be paid in full on or prior to the Securities Release Date; (D) In the event less than the entire amount of the Loan is the subject of a seriesDefeasance Event, Lender, at Borrower’s expense, shall prepare all necessary documents to amend and restate the Company shall 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 deemed to have been discharged from released as determined by Lender in its obligations sole and absolute discretion and (ii) an amount such that the Remaining Properties comply with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied 5(b)(i)(F)(2) and (hereinafter "defeasance"3) below (the “Defeased Note”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections 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 Indenture referred 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 clause 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 (iithe “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 this Sectionthe 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, and with each such payment being equal to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and or greater than the Trustee, at the expense amount of the Companycorresponding Monthly Payment Amount required to be paid under this Note or the Defeased Note, shall as applicable (including all amounts due on Company Order execute proper instruments acknowledging the sameMaturity Date), except for the following balance of the term hereof (the “Defeasance Collateral”), each of which shall survive until otherwise terminated be duly endorsed by the holder thereof as directed by Lxxxxx or discharged hereunder: accompanied by a written instrument of transfer in form and substance which would be satisfactory to a prudent lender (i) including, without limitation, such certificates, documents and instruments as may be required by the rights of Holders 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 Securities 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 any coupons appertaining thereto to receive, solely from federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the trust funds described in Section 4.6(a) and as more fully requirements set forth in such 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 Section 4.7the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, payments (b) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Bxxxxxxx’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 ofand interest due under this Note or the Defeased Note, premiumas 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, Lxxxxx 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 subject Individual Property for execution by Lxxxxx. 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 interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect 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 such Securities under Sections 3.4, 3.5, 3.6, 9.2 the parties to the Loan Documents and 9.3 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 payment Remaining Properties after giving effect to the subject release (assuming a loan amount equal to the principal balance of Additional Amounts, if any, payable 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 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 is the subject of a Defeasance Event, or the Defeased Property shall be released from the Lien of the Mortgage covering such Securities as specified pursuant Individual Property and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure the Defeased Note, in the event less than the entire amount of the Loan is the subject of a Defeasance Event. Lender will, at Bxxxxxxx’s expense, execute and deliver any agreements reasonably requested by Borrower to Section 3.1(b)(18); release the lien of the Mortgage and the other Loan Documents from the Property or the applicable Defeased Property. (iii) Upon the rights, powers, trusts, duties and immunities release of the Trustee hereunder Property in accordance with this Section 5(b), Borrower shall (at Lxxxxx’s sole and absolute discretion) assign all its obligations and rights under this Note or the Defeased Note, as applicable, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Bxxxxxxx shall execute an assignment and assumption agreement in form and substance which would be satisfactory to a prudent lender pursuant to which it shall assume Borrower’s obligations under this Note 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 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 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 45, “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. Subject In no event shall Lender have any obligation to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 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 Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultREMIC Prohibition Period.

Defeasance. Upon (a) In the Company's exercise event Borrower exercises its option to defease the Loan pursuant to Section 2.6 or is obligated to make a mandatory defeasance pursuant to Section 2.7(a), Borrower shall defease the Loan in compliance with the following conditions precedent: (i) the delivery by Borrower of not less than 30 days' prior written notice to Lender specifying a regularly scheduled Payment Date (the option specified in Section 4.3 applicable "Defeasance Date") on which the Defeasance Deposit is to this Section 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 Securities of a seriesLoan in whole pursuant to Section 2.6 only, the Company shall be deemed payment to have been discharged from its obligations 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 Defeasance Deposit and a first priority perfected security interest in the U.S. Obligations purchased by Lender on behalf of Borrower; and (F) such Securities 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 coupons appertaining thereto other certificates, documents or instruments reasonably required in connection with a Securitization; and (except vii) Lender shall have received confirmation in writing from the applicable Rating Agencies that such defeasance will not result in a qualification, withdrawal or downgrading of the ratings in effect immediately prior to such defeasance for any of the Certificates which are then outstanding, provided, however, the delivery of such confirmation by the applicable Rating Agencies shall be conditioned only upon the satisfaction of the conditions precedent for a defeasance as specified belowset forth in clauses (i) on the date through (vi), as applicable. In connection with the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance")above, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide Scheduled Defeasance 105 101 Payments, and Lender shall upon receipt of the Defeasance Deposit purchase such U.S. Obligations on behalf of Borrower. For this purposeBorrower, such defeasance means pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the Company payments received from the U.S. Obligations shall be deemed made directly to have paid Lender and discharged applied to satisfy the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed obligations of Borrower under the Note. (b) With respect to be "Outstanding" only for defeasance of the purposes Loan in whole pursuant to Section 2.6, upon compliance with the requirements of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same8.30(a), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely Mortgaged Property shall be released from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect liens of the principal ofMortgages, premiumthe Assignments of Leases, if any, the Assignments of Agreements and interest, if any, on such Securities the UCC-1 financing statements and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with pledged U.S. Obligations shall be the sole source of collateral securing the Note. With respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect a defeasance to prepay the payment of Additional Amounts, if any, payable with respect to such Securities as specified Loan pursuant to Section 3.1(b)(182.7(a); (iii, upon compliance with the requirements of Section 8.30(a) the rights, powers, trusts, duties and immunities applicable Individual Property or Properties shall be released pursuant to Section 2.11(a). (c) Any portion of the Trustee hereunder Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligation required by Section 8.30(a) or to satisfy the other requirements of Section 8.30(a) shall be remitted to Borrower. (d) Borrower shall have the right to assign to Lender (or, at Lender's option, to Lender's designee or nominee) and Lender (ivor such designee or nominee) this Article 4. Subject shall have the obligation to compliance with this Article 4assume, the Company may exercise its option obligations under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect Loan Documents relating to such Securities and any coupons appertaining theretothe principal amount so defeased. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.[signature page follows] 106

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the The Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) all of the outstanding Debentures on the date of the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture deposit referred to in clause subparagraph (iiA) hereof, and the provisions of this SectionIndenture, and as it relates to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall on Company Order shall, upon the request of the Company, execute proper instruments supplied to it by the Company acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: as to: (i) the rights of Holders of such Securities and any coupons appertaining thereto Debentures to receive, solely from the trust funds described in Section 4.6(asubparagraph (A) and as more fully set forth in such Section and in Section 4.7hereof, payments in respect of the principal of, premium, if any, and interest, if any, of or interest on such Securities and any coupons appertaining thereto when the outstanding Debentures on the date such payments are due; and (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties trust and immunities of the Trustee hereunder hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (ivincluding U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (2) since the date of execution of this Article 4First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge 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, defeasance and discharge had not occurred; (E) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with. Subject to compliance with this Article 4Notwithstanding a defeasance of the Debentures, the Company may exercise its option under this Section notwithstanding shall continue to have the prior exercise right to cause a Remarketing of its option under Section 4.5 with respect the Debentures so long as the amounts described above are expected to such Securities and any coupons appertaining thereto. Following a defeasance, payment be on deposit in the escrow trust account as of such Securities may not be accelerated because adjusted date of an Event of Defaultmaturity (i.e., 180 days following the Remarketing Date).

Defeasance. Upon (a) At any time after the Company's exercise date which is the earlier of (i) two years after the "startup day," within the meaning of Section 860G(a)(9) of the option specified 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 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 4.3 applicable 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 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 (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the Note was transferred to such REMIC not later than two years prior to the Release Date); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be maintained for the twelve full months commencing immediately after the Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by the Borrower pursuant to this Section 2.3(a) and then held as security for the Note for such period; and (H) If the defeasance is made after the Securitization, the Rating Agencies deliver a Rating Comfort Letter. (b) If, following the release of the subject Property(ies), less than all of the Properties shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price(s) of the Property(ies) to be released from the Lien of the Security Documents on such Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, the Borrower may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the type referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G). If any Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the payments provided for in this subsection (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 such Property. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9(A) of the Cash Management Procedures. (c) If, as a result of the release of the subject Property(ies), all of the Properties 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 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 aggregate outstanding principal balance of the Note and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to 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 Cash Management Procedures. (d) Upon compliance with the requirements of this Section 2.3, 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 Section 2.3 shall provide that upon such assignment the Defeasance Collateral will not be part of the estate of the Borrower under Section 541 of the United States Bankruptcy Code. The Lender shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by the Borrower, such Successor Entity shall assume the Borrower's obligations under the Note and the Defeasance Security Agreement, the Borrower shall be relieved of its obligations thereunder and the Debt of the Borrower shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, the Borrower shall also deliver or cause to be delivered a Substantive Consolidation Opinion with respect to the Securities Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of a seriesthis 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 Company shall be deemed to have been discharged from its obligations with respect to such Securities payments required under subsections (b) or (c), as the case may be, plus any costs and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed expenses incurred or to be "Outstanding" only for the purposes of Section 4.7 incurred in making such purchase and the other Sections of this Indenture referred to in clause (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 this Section, and to have satisfied all its other obligations under such Securities and America or any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense agency or instrumentality of the CompanyUnited 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 on Company Order execute proper instruments acknowledging mean, in respect of any fiscal period, the same), except the following which shall survive until otherwise terminated or discharged hereunder: ratio of (i) the rights of Holders of Net - ----- Operating Income for such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect period of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; Properties remaining after a defeasance pursuant to this Section 2.3 to (ii) the Company's obligations difference between (x) Debt Service Expense for such period and (y) the payments to be received from or with respect to U.S. Obligations then held as security for the Note for such Securities under Sections 3.4period, 3.5including, 3.6without limitation, 9.2 and 9.3 and with respect U.S. Obligations purchased by the Borrower pursuant to the payment third sentence of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); subsection (iiib) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultabove.

Defeasance. Upon (i) Notwithstanding any provisions of this Article 5 to the Company's contrary, including, without limitation, subsection (a) of this Article 5, at any time other than during a REMIC Prohibition Period (defined below), Borrower may cause the release of the Property from the lien of the Security Instrument and the other Loan Documents (and, subject to Borrower’s satisfaction of clause (iii) under this subsection (b), a release of Borrower and Indemnitor (as defined in that certain Indemnity Agreement dated as of the Closing Date among Borrower, American Assets, Inc. and Lender (the “Indemnity Agreement”)) from any further liability or obligation under this Note, the Security Instrument or the Other Security Documents other than a liability or obligation (1) in connection with a provision of this Note, the Security Instrument or Other Security Document which expressly states that it is to survive termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the option specified Security Instrument or (2) which expressly survives pursuant to the Defeasance Assumption Agreement (defined below)) upon the satisfaction of the following conditions: (A) no Event of 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 Monthly 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 Monthly 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 this Note, the Other Note, the Security Instrument and under the Other Security Documents up to the Release Date, including, without limitation, all reasonable 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 subsection (b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency (as defined in the Security Instrument) fees or other reasonable 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 (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 Monthly Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Monthly Payment Date, shall be refunded to Borrower promptly after each such Monthly 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 4.3 2(a)(16) of the Investment Company Act of 1940 (to the extent the applicable Rating Agencies rating the Securities have confirmed in writing that the same 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 Monthly Payment Dates occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment required to be paid under this Section Note and the Other 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 Xxxxxx 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 subsection (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 Securities Defeasance Collateral nor any proceeds thereof will be property of a series, Xxxxxxxx’s estate under Section 541 of the Company shall be deemed to have been discharged from its obligations with respect to such Securities and U.S. Bankruptcy Code or any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 similar statute and the other Sections grant of this Indenture referred security interest therein to in clause (ii) of this Section, and to have satisfied all its other obligations Lender should not constitute an avoidable preference under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense Section 547 of the CompanyU.S. Bankruptcy Code or applicable state law, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities release of the Trustee hereunder lien of the Security Instrument 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 and the Other Note (a “REMIC Trust”) to fail to maintain its status as a REMIC Trust and (iv) this Article 4. Subject the defeasance will not cause any REMIC Trust to compliance with this Article 4, be an “investment company” under the Investment Company may exercise Act of 1940; (5) a certificate in form and scope acceptable to Lender in its option sole discretion from an Acceptable Accountant (defined below) certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under this Section notwithstanding Note and the prior exercise Other Note (including the scheduled outstanding principal balance of its option under Section 4.5 with respect the Loan due on the Maturity Date). The term “Acceptable Accountant” shall mean a “Big Four” accounting firm or other independent certified public accountant acceptable to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.Lender; and

Defeasance. Upon (a) Unless sooner terminated pursuant to paragraph (b) below, this Agreement shall terminate at such time as the Company's exercise Guaranteed Obligations have been paid and performed in full and all other obligations of the option specified Guarantor to HPT under this Agreement have been satisfied in Section 4.3 applicable to full; provided, however, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Section with respect Agreement, to the Securities of a seriesextent such payment is or must be rescinded or returned, the Company shall be deemed to have continued in existence notwithstanding any such termination. (b) Provided that (x) no (i) monetary Default, (ii) Default as to which Notice thereof has been discharged from its obligations given to Tenant or (iii) Event of Default shall have occurred and be continuing under the Amended and Restated Lease, (y) Cash Flow (as defined below) on a cumulative basis for a period of twelve (12) full consecutive Accounting Periods equals or exceeds Minimum Rent by fifty percent (50%) with respect to such Securities period, and any coupons appertaining thereto (except z) HPT shall receive a schedule evidencing the foregoing, in form and substance reasonably satisfactory to HPT prepared by a, so-called, "Big-Six" accounting firm or such other certified public accountants as specified below) on the date the conditions set forth in Section 4.6 are satisfied approved by HPT (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed approval not to be "Outstanding" only for unreasonably withheld, delayed or conditioned), this Agreement shall terminate ten (10) Business Days after delivery to HPT of the purposes of Section 4.7 and the other Sections of this Indenture referred to financial statements described in clause (iiz) of this Sectionpreceding, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned HPT shall, within ten (and 10) Business Days after the Trustee, at the expense written request of the CompanyGuarantor, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of confirm such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect termination by executing a release of the principal of, premium, if any, Guarantor from all obligations and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities liabilities arising under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect this Agreement subsequent to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties release date and immunities returning any unapplied balance of the Trustee hereunder Guaranty Retained Funds (as hereinafter defined) to the Guarantor, together with any accrued and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultunpaid interest thereon.

Defeasance. Upon (a) Subject to Sections 13.1(b) and 13.2, ---------- ---------------- ---- the Company's exercise Issuer at any time may terminate (i) all its obligations under this Indenture, the Bonds and the other Financing Documents which the Bonds enjoy the benefit of, and may terminate the Liens of the option specified in Security Documents on the Collateral to the extent 133 that such Liens run to the benefit of the Trustee, the Holder or other agents under this Indenture, including the Securities Intermediary (a "Legal ----- Defeasance"), or (ii) its obligations under any of their covenants under this ---------- Indenture, the Bonds and the other Financing Documents which the Bonds enjoy the benefit of, other than under Sections 4.1(a) and 4.2(a) and their obligation to --------------- ------ make payments on the Bonds pursuant to Section 4.3 applicable 2.11, and may terminate the Liens ------------ of the Security Documents on the Collateral to the extent that such Liens run to the benefit of the Trustee, the Holders or other agents under this Section with Indenture, including the Securities Intermediary (a "Covenant Defeasance"). With respect to the Securities of a series------------------- any Covenant Defeasance, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Sectionthe preceding sentence, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and the remainder of this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, Bonds shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4be unaffected thereby. Subject to compliance with this Article 4, the Company The Issuer may exercise its option under this Section a Legal Defeasance notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoa Covenant Defeasance. Following If the Issuer exercises a defeasanceLegal Defeasance, payment of such Securities the Bonds may not be accelerated because of due to an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Issuer, the Trustee (x) shall acknowledge in writing the discharge of the obligations terminated by the Issuer, (y) shall execute (or cooperate in the execution of) documents and deliver (or cooperate in the delivery of) such instruments in writing as shall be required by the Issuer to reconvey, release, assign and deliver to the Issuer any and all of the Trustee's interest in the Indenture Collateral and the Collateral, and the right, title and interest in and to any and all rights conveyed, assigned or pledged to the Trustee or otherwise subject to this Indenture and (z) shall turn over to the Issuer upon request all balances then held by it hereunder. Covenant Defeasance, as effected hereby, means that the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth under any of the covenants in this Indenture except as set forth herein above, whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or to any other provision herein or in any other document. (b) Notwithstanding Section 13.1(a) above, the obligations of the --------------- Issuer pursuant to Sections 2.8, 2.9, 2.10, 2.11 and 9.5 shall survive until the ------------ --- ---- ---- --- Bonds have been paid in full. Thereafter, the obligations of the Issuer pursuant to Section 9.5 shall survive. -----------

Defeasance. Upon (a) Except as expressly provided in paragraph (b) below, this Agreement shall terminate at such time as the Company's exercise Guaranteed Obligations have been paid and performed in full and all other obligations of the option specified Guarantor to HPT under this Agreement have been satisfied in Section 4.3 applicable to full; provided, however, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Section with respect Agreement, to the Securities of a seriesextent such payment is or must be rescinded or returned, the Company shall be deemed to have continued in existence notwithstanding any such termination. (b) Provided that no (i) monetary Default, (ii) Default as to which Notice thereof has been discharged from its obligations given to Tenant or (iii) Event of Default shall have occurred and be continuing under the Lease, (y) Cash Flow (as defined below) for a period of thirteen (13) full consecutive Accounting Periods equals or exceeds Eighteen Million Five Hundred Thousand Dollars ($18,500,000) with respect to such Securities period, and any coupons appertaining thereto (except z) HPT shall receive a schedule evidencing the foregoing, in form and substance reasonably satisfactory to HPT prepared by a, so-called, "Big-Six" accounting firm or such other certified public accountants as specified below) on the date the conditions set forth in Section 4.6 are satisfied approved by HPT (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed approval not to be "Outstanding" only for unreasonably withheld, delayed or conditioned), this Agreement shall terminate ten (10) Business Days after delivery to HPT of the purposes of Section 4.7 and the other Sections of this Indenture referred to financial statements described in clause (iiz) of this Sectionpreceding, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned HPT shall, within ten (and 10) Business Days after the Trustee, at the expense written request of the CompanyGuarantor, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of confirm such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect termination by executing a release of the principal of, premium, if any, Guarantor from all obligations and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities liabilities arising under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect this Agreement subsequent to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties release date and immunities returning any unapplied balance of the Trustee hereunder Guaranty Deposit (as hereinafter defined) to the Guarantor, together with any accrued and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultunpaid interest thereon.

Defeasance. Upon (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the Company's exercise of the option specified in Section 4.3 applicable to this Section right at any time (i) with respect to the Securities of a seriesClaremont Property, and (ii) after the Company shall be deemed Defeasance Lockout Period and prior to have been discharged from its obligations the Prepayment Lockout Release Date with respect to any Property other than the Claremont Property, to voluntarily defease the Loan in whole or in part and obtain the release of the Property, or applicable Property or Properties if defeased only in part, by and upon satisfaction of the following conditions (such event being a DEFEASANCE EVENT): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the date (the DEFEASANCE DATE) on which the Defeasance Event shall occur, which notice shall be revocable by Borrower but not more than two (2) times in any twelve (12) month period provided, however, if Borrower elects to so revoke any such notice, Borrower shall reimburse Lender for the actual out-of-pocket expenses incurred by Lender in connection with such revocation; (ii) Except with respect to a defeasance of the Claremont Property, the Portfolio DSCR after giving effect to the Defeasance Event shall not be less than the greater of (a) 1.4 to 1.0, and (b) 90% of the Portfolio DSCR immediately prior to such Defeasance Event; (iii) Borrower shall pay to Lender all accrued and unpaid interest on the portion of the principal balance of the Loan then being defeased to and including the Defeasance Date; (iv) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents; (v) Borrower shall deliver to Lender, at Borrower's option, either (x) the Defeasance Deposit, or (y) the Defeasance Collateral (in an amount equal to or greater than that which could otherwise be purchased with the Defeasance Deposit had the required Defeasance Deposit been delivered by Borrower); (vi) 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 Collateral, in accordance with the provisions of this Section 2.3.4 (the SECURITY AGREEMENT); (vii) Borrower shall deliver an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, 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 Collateral delivered by Borrower, and shall pay all costs of Lender obtaining an opinion of counsel that is standard in similar transactions that any REMIC Trust formed pursuant to a 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 such Defeasance Event; (viii) Borrower shall obtain confirmation in writing from the applicable Rating Agencies to the effect that the Defeasance Collateral to be purchased qualifies and is sufficient so that the substitution of such Defeasance Collateral for the Property or Properties being released will not result in a downgrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, 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; (ix) Borrower shall deliver a certificate that would be reasonably satisfactory to a prudent lender given by an Independent Accountant engaged by Borrower certifying that the Defeasance Collateral 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 with respect to the Individual Properties that are subject to such Defeasance Event; (x) Borrower shall deliver such other certificates, documents or instruments as a prudent lender would reasonably require; and (xi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including (A) any costs and expenses associated with a release (in full or in part, as applicable) of the Lien of the Security Instrument as provided in Section 2.3.3 hereof, (B) reasonable attorneys' fees and expenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance. (b) In connection with any Defeasance Event, Borrower shall purchase Defeasance Collateral (or Lender shall use the Defeasance Deposit to purchase such Defeasance Collateral) which provide payments on or prior to, but as close as possible to, all successive scheduled Payment Dates after the Defeasance Date upon which interest payments are required under this Agreement and the Note and in amounts equal to the scheduled payments allocable to the Allocated Loan Amount of the Property(ies) being released pursuant to such Defeasance Event due on such Payment Dates under this Agreement and the Note of (including, without limitation, the scheduled payments of principal, interest, and any coupons appertaining thereto (except as specified below) other amounts due under the Loan Documents on such dates and the payment of such Note in full on the date Maturity Date) (the conditions SCHEDULED DEFEASANCE PAYMENTS). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the Defeasance Collateral may be made directly to the Collection Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower or Successor Borrower, if applicable, under this Agreement and the Note. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the Defeasance Collateral required by this Section 2.3 and satisfy Borrower's other obligations hereunder shall be remitted to Borrower. (c) The Defeasance Collateral shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance that would be reasonably satisfactory to a prudent 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 Defeasance Collateral a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing the granting of such security interests. (d) Borrower 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 the applicable Borrower(s) 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 the applicable Borrower(s) shall be relieved of 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. (e) If Borrower has elected to defease the Loan or any allocated portion thereof, and the requirements set forth in this Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose2.3.4 have been satisfied, such defeasance means that the Company applicable Property or Properties shall be deemed released from the Lien of the Security Instrument as provided in this Section and the Defeasance Collateral, pledged pursuant to have paid the Security Agreement, shall be the substitute source of collateral securing such amounts due under the Note. Further, the pledge of the related Account Collateral, the Collateral Accounts and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 other property pledged under this Agreement and the other Sections of this Indenture referred to in clause (ii) of this Section, Loan Documents and to have satisfied all its other obligations under of Borrower created hereunder in respect of such Securities and any coupons appertaining thereto and this Indenture insofar Property or Properties shall be discharged, except as such Securities and any coupons appertaining thereto are concerned specifically provided to the contrary in the applicable Loan Document. (f) Borrower shall submit to Lender not less than fifteen (15) days prior to the Defeasance Date (which must be on a Business Day), a release of Liens (and related Loan Documents) for each applicable Property (for execution by Lender) in a form appropriate in the Trusteeapplicable state and otherwise satisfactory to Lender in its reasonable discretion and all other documentation Lender reasonably requires to be delivered by Borrower in connection with such Defeasance Event (collectively, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: RELEASE INSTRUMENTS) for each applicable Property (for execution by Lender) together with an Officer's Certificate certifying that (i) the rights of Holders of such Securities and any coupons appertaining thereto to receiveRelease Instruments are in compliance with all Legal Requirements, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4Defeasance Event will not violate the terms of this Agreement, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rightsrelease to be effected will not impair or otherwise adversely affect the Liens, powerssecurity interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released), trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance the requirement described in Section 2.3.4(a)(ii) above is satisfied in connection with this Article 4such Defeasance Event (together with calculations demonstrating the same in reasonable detail), and Mortgage Borrower General Partner has withdrawn and been replaced as the Company may exercise its option under this Section notwithstanding general partner of the prior exercise of its option under Section 4.5 with respect to applicable Borrower transferring the applicable Property or that such Securities and any coupons appertaining thereto. Following a defeasance, payment of Borrower will be dissolved immediately after such Securities may not be accelerated because of an Event of DefaultDefeasance Event.

Defeasance. Upon the Company's exercise of the above option specified in Section 4.3 applicable to this Section 14.2 with respect to the any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 14.4 are satisfied (hereinafter hereinafter, "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto thereto, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 14.5 and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust funds fund, described in Section 4.6(a) 14.4 and as more fully set forth in such Section and in Section 4.714.5, payments in respect of the principal of, of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 56 63 3.6, 9.2 10.2 and 9.3 10.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 10.10, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (iv4) this Article 4Fourteen. Subject to compliance with this Article 4Fourteen, the Company may exercise its option under this Section 14.2 notwithstanding the prior exercise of its option under Section 4.5 14.3 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon (1) Borrower may cause the Company's exercise 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 option specified Security Instrument and the other Loan Documents upon the satisfaction of the following conditions precedent: (A) not less than thirty (30) days prior written notice to Lender specifying a regularly scheduled payment date (the “Release Date”) on which the Defeasance Deposit (hereinafter defined) is to be made; (B) the payment to Lender of interest accrued and unpaid on the principal balance of this Note to and including the Release Date; (C) the payment to Lender of all other sums, not including scheduled interest or principal payments, due under this Note, the Security Instrument and the other Loan Documents; (D) the payment to Lender of the Defeasance Deposit; and (E) the delivery to Lender of: (1) a security agreement, in Section 4.3 applicable 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 Section with respect subparagraph (the “Security Agreement”); (2) a release of the Property from the lien of the Security Instrument (for execution by Xxxxxx) 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 Xxxxxx on behalf of Borrower; (5) an opinion of a certified public accountant acceptable to Lender to the Securities 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 a series, the Company shall be deemed to have been discharged from its obligations with respect any rating in effect immediately prior to such Securities and defeasance for any coupons appertaining thereto Securities; (except 7) payment of all of Xxxxxx’s expenses incurred in connection with the defeasance including, without limitation, reasonable attorneys fees; and (8) such other certificates, documents or instruments as specified below) on the date Lender may reasonably request. In connection with the conditions set forth in Section 4.6 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 satisfied required under this Note (hereinafter "defeasance"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). For this purposeBorrower, such defeasance means pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the Company payments received from the U.S. Obligations may be made directly to Lender and applied to satisfy the obligations of the Borrower under this Note. (2) Upon compliance with the requirements of this subsection (ii), the Guarantor shall be deemed to have paid released from its obligations under the IDOT Guaranty and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which Property shall thereafter be deemed to be "Outstanding" only for released from the purposes lien of Section 4.7 the Security Instrument and the other Sections Loan Documents and the pledged U.S. Obligations shall be the sole source of collateral securing this Indenture referred Note. Any portion of the Defeasance Deposit in excess of the amount necessary to in clause purchase the U.S. Obligations required by subparagraph (ii)(E) above and satisfy the Borrower’s obligations under this subsection (ii) shall be remitted to the Borrower with the release of the Property from the lien of the Security Instrument. (3) For purposes of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned subsection (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the sameii), except the following which terms shall survive until otherwise terminated or discharged hereunder: (i) have the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.following meanings:

Defeasance. Upon (a) At any time after the Company's exercise date which is the earlier of (x) two years after the "startup day," within the meaning of Section 860G(a)(9) of the option specified 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 not constitute an avoidable preference under Section 4.3 547 of the United States Bankruptcy Code in the event of a filing of a petition for relief under the United States Bankruptcy Code for or against MHP, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 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 (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the applicable MHP Note(s) was transferred to such REMIC not later than two years prior to the Release Date); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be maintained for the twelve full months commencing immediately after the Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by MHP pursuant to this Section 2.3(a) and then held as security for the MHP Notes for such period; and (H) If the defeasance is made after the Securitization, the Rating Agencies deliver a Rating Comfort Letter. (b) If, following the release of the subject MHP Property(ies), less than all of the MHP Properties and the SC Property shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price of the MHP Property(ies) to be released from the Lien of the Security Documents on such Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the MHP Notes but shall provide for a mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, MHP may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the type referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio. If any MHP Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the payments provided for in this subsection (b) shall be equal to the 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 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 subject MHP Property(ies), 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 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 aggregate outstanding principal balance of the MHP Notes and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the MHP Notes but shall provide for the mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to 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 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 Section 2.3 shall provide that upon such assignment, the Defeasance Collateral will not be part of the estate of MHP under Section 541 of the United States Bankruptcy Code. NACC shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the MHP Notes and the SC Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by MHP, the Successor Entity shall assume MHP's obligations under the MHP Notes and the Defeasance Security Agreement, MHP shall be relieved of its obligations thereunder and the MHP Debt and the SC Debt shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, MHP shall also deliver or cause to be delivered a Substantive Consolidation Opinion with respect to the Securities of a series, Successor Entity in form and substance satisfactory to the Company shall be deemed to have been discharged from its obligations with respect to such Securities Lender and any coupons appertaining thereto the applicable Rating Agencies. (except as specified belowf) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of this Section 4.7 and the other Sections of this Indenture referred 2.3, "Defeasance Deposit" shall mean ------------------ an amount in cash necessary to purchase U.S. Obligations whose cash flows are in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: an amount sufficient (i) to make the rights of Holders of such Securities and any coupons appertaining thereto to receivepayments required under subsections (b) or (c), solely from as the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company case may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.be,

Defeasance. Upon At any time prior to the Company's exercise first Payment Date that is three (3) months prior to the Maturity Date, the Borrowers may defease the Loan at any time, in whole or, from time to time, in part in accordance with the following provisions: (A) Lender shall have received from the Borrowers not less than thirty (30) days' prior written notice specifying the date proposed for such defeasance and the amount which is to be defeased, which proposed date shall be a Payment Date. (B) The Borrowers shall also pay to Lender all interest due through and including the last day of the option specified in Section 4.3 applicable to this Section Interest Accrual Period during which such defeasance is being made, together with respect any and all other amounts due and owing pursuant to the Securities 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 series, the Company shall be deemed to have been discharged from its obligations with respect to proposed defeasance will cure such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an 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. Upon the Company's exercise (a) Subject to compliance with and satisfaction of the option specified in Section 4.3 applicable to terms and conditions of Paragraph 4 of this Agreement and the terms and conditions of this Section with respect 6, Borrowers may elect on any Scheduled Payment Date after the earlier of (x) the third (3rd) anniversary of the date of this Agreement or (y) two (2) years from the "startup day" within the meaning of Section 86OG(a)(9) of the IRS Code of a REMIC Trust (defined below) (the "Defeasance Lock-Out Termination Date"), to obtain a Property Release of one or more Properties from the related Security Instruments by delivering to Lender, as security for the payment of a portion of all interest due and to become due throughout the term of the Notes on, and the portion of the principal balance of the Notes equal to the Securities lesser of a series(A) 125 % of the sum of the Allocated Loan Amounts of each of such Release Premises, or (B) the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto then aggregate unpaid principal balance of the Notes, Defeasance Collateral (except as specified defined below) on the date the conditions set forth in Section 4.6 are satisfied with Collateral Value (hereinafter "defeasance"). For this purposedefined below) sufficient, such defeasance means that the Company shall be deemed without consideration of any reinvestment of interest therefrom, to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: pay (i) the rights of Holders of all amounts then due relating to such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect portion of the principal ofNotes, premiumincluding accrued interest thereon, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect portion of the outstanding principal amount of the Notes equal to the payment lesser of Additional Amounts(1) 125% of Allocated Loan Amounts of each of such Release Premises or (2) the then aggregate unpaid principal balance of the Notes (the lesser of such amount, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); the "Defeasance Amount") and (iii) the rights, powers, trusts, duties and immunities portion of the Trustee hereunder interest that will become due under such portion of the Notes on any date prior to and including the Maturity Date (ivall such interest as described in this clause (iii) this Article 4together with the Defeasance Amount and such amounts described in clause (i) being hereinafter referred to as the "Defeasance Property"). (b) As a condition to any Defeasance, prior to any Defeasance, Borrowers shall have delivered to Lender: (i) all necessary documents to amend and restate the Note or Notes, as the case may be, to reflect that the Note or Notes, as the case may be, evidence the portion of the principal balance of the Notes that has not been defeased and to issue a substitute note having a principal balance equal to the Defeasance Amount (the "Defeased Note") and another substitute note having a principal balance equal to the undefeased portion of the Note (the "Undefeased Note"). Subject The Undefeased Note shall have terms identical to compliance with this Article 4the terms of the Note, except for the Company may exercise its option under this Section notwithstanding principal balance which shall be equal to the prior exercise undefeased principal portion of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.the

Defeasance. Upon Any provision hereof to the Company's exercise contrary notwithstanding, at any time during the Defeasance Period (as defined below), Borrower may obtain a release of the option specified Mortgaged Property from the lien of the Security Instruments in Section 4.3 applicable to this Section with respect to whole but not in part only upon the Securities satisfaction of a series, the Company following conditions: (i) not less than thirty (30) days prior written notice shall be deemed given to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Lender specifying a date (except the "Defeasance Date") on which the Defeasance Collateral (as specified defined below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purposeis to be delivered, such defeasance means that date being the Company shall be deemed to have paid and discharged first day of the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause month; (ii) all accrued and unpaid interest and all other sums due under this Note, the Security Instruments and the Other Security Documents up to the Defeasance Date, including, without limitation, all reasonable costs and expenses incurred by Lender or its agents in connection with such defeasance, including, without limitation, any legal fees and expenses incurred in connection with obtaining and reviewing the Defeasance Collateral, the preparation of this Sectionthe Defeasance Security Agreement (as defined below) and related documentation, accountant fees, and to have satisfied investment advisor fees, all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated be paid in full on or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect prior to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); Defeasance Date; (iii) no Event of Default, and no event or condition that, with the rightsgiving of notice or passage of time or both, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of would constitute an Event of Default, shall exist either at the time Borrower gives notice of the Defeasance Date to Lender or on the Defeasance Date; (iv) Borrower shall deliver to Lender on or before the Defeasance Date direct, non-callable obligations of the United States of America in such form and amount that MCF 415 Promissory Note Last revised 7/5/05 provide for the payments prior, but as close as possible, to all successive regularly scheduled monthly payment dates, including the Maturity Date, with such payments being equal to or greater than the amount of the corresponding monthly payment required to be paid under this Note (hereafter, "Scheduled Defeasance Payments") for the balance of the term hereof and the amount required to be paid on the Maturity Date (such obligations are collectively and singularly referred to herein as "Defeasance Collateral") each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written xxxxxxment of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instrument as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect a first priority security interest in such Defeasance Collateral in favor of Lender. The Defeasance Collateral may be purchased by Lender on Borrower's behalf, in xxxxh case Borrower shall deposit with Lender at least three days before the Defeasance Date a sum sufficient, in Lender's sole and absolute disxxxxxxn, to purchase the Defeasance Collateral. Any sums in excess of the amount necessary to purchase the Defeasance Collateral shall be remitted to Borrower upon release of the Mortgaged Property. (v) Borrower shall deliver the following to Lender, at Borrower's cost, on or prior tx xxx Xxfeasance Date: (A) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Xxxxxxeral (the "Defeasance Security Agreement"); (B) a certificate of Borrower certifying that all of the requirements hereunder for a defeasance have been satisfied; (C) an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, (x) that Lender has a perfected first priorixx xxxurity interest in the Defeasance Collateral, (y) that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms and (z) that the defeasance will not cause the entity which holds this Note to fail to qualify as a "real estate mortgage investment conduit" (a "REMIC"), within the meaning of Section 860D of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "Code"); (D) an opinion of an independent certified public accountant acceptable to Lender representing and warranting to Lender that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments including the amount required to be paid on the Maturity Date of this Note, and such other approvals required by Lender; (E) evidence in writing from each of the Rating Agencies to the effect that such release will not result in a qualification, downgrade or withdrawal of any rating in effect immediately prior to the Defeasance Date for any securities or "Pass-Through Certificates" issued pursuant to the terms of a trust and servicing agreement in the event that this Note or any interest therein is included in a REMIC or other securitization vehicle; MCF 415 Promissory Note Last revised 7/5/05 (F) such other certificates, opinions, documents or instruments as Lender may reasonably require; (G) upon approval by Lender of the schedule of Defeasance Collateral to be delivered to Lender, Borrower shall (i) pay Lender a nonrefundable fee, in an amount reasonably determined by Lender, as compensation fxx xxx review, analysis and processing of the defeasance request; and (ii) if required by Lender, deposit with Lender an amouxx estimated by Lender to be sufficient to fund all other fees, costs and expenses related to the defeasance, including Lender's reasonable attorneys' fees and expenses and rating agency fees, if any and expenses together with all expenses and costs associated with the release of the lien on the Mortgaged Property. Borrower shall be responsible for all fees, costs and expenses associated with the defeasance which, if not covered by the above deposit, shall be paid to Lender no later than the Defeasance Date; (H) written approval from the Rating Agencies of the defeasance; and (I) a newly issued non-consolidation opinion in form and substance and issued by counsel acceptable to Lender and the Rating Agexxxxx. Upon compliance with the foregoing requirements relating to the delivery of the Defeasance Collateral, the Mortgaged Property shall be released from the lien of the Security Instruments and the Defeasance Collateral shall constitute collateral which shall secure this Note and the Debt. No partial Defeasance of the Mortgaged Property shall be permitted.

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Agreement or any Supplement: The Seller may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified belowthe "Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 12.04(c) are satisfied (hereinafter a "defeasanceDefeasance"). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.04(c), payments in respect of the principal of, premium, if any, of and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Company's Sellers' obligations with respect to such Securities 92 Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4Section 12.04. Subject to compliance with this Article 4subsection 12.04(c), the Company Sellers at their option may exercise its option cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. The following shall be the conditions to Defeasance under subsection 12.04(a): the Sellers irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Sellers' or any Affiliate of the Sellers' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Section notwithstanding Agreement and the prior exercise of its option under Section 4.5 applicable Supplements and all amounts owing to the Series Enhancers with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.the Defeased Series;

Defeasance. Upon (a) Notwithstanding any provisions of this Article 2 to the Company's exercise contrary, at any time following the earlier of the option specified third (3rd) anniversary of the Closing Date or a REMIC Prohibition Period, Borrower may cause the release of the Properties from the Lien of the Mortgages and the other Loan Documents (or, in the case of a release of any Individual Property pursuant to Section 4.3 15.1(c)(viii) hereof, the release of such Individual Property from the Lien of the applicable Mortgage) (the Individual Property being released pursuant Section 15.1(c)(viii) hereof being referred to individually as a “Defeased Property,” and to the extent more than one Individual Property is subject to release from the Lien of its Mortgage pursuant to the provisions of Section 15.1(c)(viii) hereof, collectively, as the “Defeased Properties”) upon the satisfaction of the following conditions: (i) no Event of Default shall have occurred and be continuing; (ii) not less than thirty (30) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral is to be delivered (the “Defeasance Release Date”); provided, however, that Borrower shall have the right to cancel or extend (by no more than thirty (30) days) such notice by providing Lender with notice of cancellation or extension not less than five (5) Business Days prior to the scheduled Defeasance Release Date, provided that Borrower shall pay all of Lender’s reasonable costs and expenses incurred as a result of such cancellation or extension; (iii) all sums due under this Agreement, the Note and under the other Loan Documents up to the Defeasance Release Date, including, without limitation, all actual out-of-pocket third party fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement and of the other materials described in this Section with respect 2.8 and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Securities Defeasance Release Date; (iv) solely in the event less than the entire amount of the Loan is the subject of a seriesrelease (a “Partial Defeasance”) pursuant to Section 15.1(c)(viii) hereof, Lender, at Borrower’s expense, shall prepare all necessary documents to modify this Agreement and to amend and restate the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Note (except or the Undefeased Note (as specified defined below) if a Partial Defeasance has occurred previously) and issue two substitute notes, with one (the “Defeased Note”) having a principal balance equal to the Release Price, and the other (the “Undefeased Note”) having a principal balance equal to the excess of (x) the outstanding principal amount of the Loan (or the Undefeased Note if a Partial Defeasance has occurred previously) over (y) the principal balance of the Defeased Note. The Defeased Note and the Undefeased Note shall have identical terms as the Note except for the principal balance and the payment terms thereof, which shall require that the Monthly Payment Amount be allocated between the Defeased Note and the Undefeased Note in accordance with the same percentage that the principal amount of each such note represents of their sum, and may be cross-defaulted with each other at Lender’s sole option; (v) Borrower shall deliver to Lender on or prior to the Defeasance Release Date: (A) a pledge and security agreement, in form and substance which would be reasonably satisfactory to a prudent lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”); (B) direct non-callable obligations of the United States of America or, to the extent satisfying Rating Agency criteria, other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (and in connection therewith, Borrower hereby appoints Lender as its agent and attorney in fact for the purpose of purchasing the same) that provide for payments on a Business Day prior and as close as possible to each successive Payment Date (and the Maturity Date) after the Defeasance Release Date through and including the Open Prepayment Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid (x) under this Agreement and the Note in the case of a release of the Properties remaining subject to the Lien of any Mortgage (or the Undefeased Note if a Partial Defeasance has occurred previously), or (y) the Defeased Note, in the case of a Partial Defeasance, as applicable, and all amounts necessary to pay the outstanding principal balance and all other amounts due and payable on the date Open Prepayment Date (the conditions “Defeasance Collateral”), duly endorsed by the holder thereof as directed by Lxxxxx 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; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section 4.6 are satisfied 2.8(a) have been satisfied; (hereinafter "defeasance"). For this purposeD) one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be reasonably satisfactory to a prudent lender stating, such defeasance means among other things, that (1) Lxxxxx has a perfected first priority security interest in the Defeasance Collateral and that the Company Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, and (2) 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 holds the Note to fail to maintain its status as a REMIC Trust; (E) a certificate in form and scope which would be reasonably 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 Agreement and the Note (including the scheduled outstanding principal balance of the Loan on the Open Prepayment Date); (F) such other certificates, opinions, documents and instruments as a prudent lender would reasonably require; and (G) in the event the Loan is held by a REMIC Trust and if required by Lxxxxx, Lxxxxx has obtained a Rating Agency Confirmation. (b) Upon compliance with the requirements of Section 2.8(a), either the Properties shall be deemed to have paid and discharged released from the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for Lien of the purposes of Section 4.7 Mortgages and the other Sections Loan Documents (or, in the case of a Partial Defeasance pursuant to Section 15.1(c)(viii) hereof, the Defeased Property shall be released from the Lien of the applicable Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute collateral which shall secure the Note or the Defeased Note, as applicable, and all other obligations under the Loan Documents. Lender shall, at Bxxxxxxx’s expense, execute and deliver any agreements in form and substance reasonably satisfactory to Lender which are reasonably requested by Borrower to release the lien of the Mortgages and the other Loan Documents from the Properties or the Defeased Property, as applicable. (c) As a condition to the release of the Properties or the Defeased Property, as applicable, in accordance with Section 2.8, Borrower shall assign all its obligations and rights under this Indenture referred Agreement and the Note or the Defeased Note, as applicable, together with the pledged Defeasance Collateral, to a successor single purpose entity designated and approved by Lender in clause its sole and absolute discretion (“Successor Borrower”). Lxxxxx’s right to designate and approve the Successor Borrower shall, at the sole option of Bank of America, N.A., be exercised by Bank of America, N.A. and shall be retained by Bank of America, N.A. (or any successor or assign pursuant to an assignment of such retained rights separate and apart from the transfer or Securitization of all or any portion of the Loan), notwithstanding any transfer or Securitization of all or any portion of the Loan. Successor Bxxxxxxx shall execute an assignment and assumption agreement in form and substance which would be reasonably satisfactory to a prudent lender pursuant to which it shall assume Borrower’s obligations under this Agreement, the Note (or the Defeased Note, as applicable) and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (i) deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel which would be reasonably 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 Agreement, the Note (or the 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 case of a Partial Defeasance, the Undefeased Note remains enforceable against Borrower, each in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may require, including, if required by Lender, a New Non-Consolidation Opinion from counsel to the Successor Borrower, and (ii) pay all fees, costs and expenses incurred by Lender or its agents and Successor Borrower in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of this Sectionthe 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, and excluding any assumption fee which may otherwise be due pursuant to have satisfied all the other Loan Documents). Upon such assignment and assumption, Borrower and Guarantor shall be relieved of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (Agreement and the TrusteeNote (or the Defeased Note, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the sameas applicable), the other Loan Documents and the Defeasance Security Agreement first arising from and after the Defeasance Release Date, except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully expressly set forth in such Section the assignment and in Section 4.7assumption agreement, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to Guarantor, except for any surviving obligations or liabilities under the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties Guaranty and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultEnvironmental Indemnity.

Defeasance. Upon (a) Unless sooner terminated pursuant to paragraph (b) below, this Agreement shall terminate at such time as the Company's exercise Guaranteed Obligations have been paid and performed in full and all other obligations of the option specified Guarantor to HPT under this Agreement have been satisfied in Section 4.3 applicable to full; provided, however, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Section with respect Agreement, to the Securities of a seriesextent such payment is or must be rescinded or returned, the Company shall be deemed to have continued in existence notwithstanding any such termination. (b) Provided that (x) no (i) monetary Default, (ii) Default as to which Notice thereof has been discharged from its obligations given to Tenant or (iii) Event of Default shall have occurred and be continuing under the Lease, (y) Cash Flow (as defined below) on a cumulative basis for a period of twelve (12) full consecutive Accounting Periods equals or exceeds Minimum Rent by fifty percent (50%) with respect to such Securities period, and any coupons appertaining thereto (except z) HPT shall receive a schedule evidencing the foregoing, in form and substance reasonably satisfactory to HPT prepared by a, so-called, "Big-Six" accounting firm or such other certified public accountants as specified below) on the date the conditions set forth in Section 4.6 are satisfied approved by HPT (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed approval not to be "Outstanding" only for unreasonably withheld, delayed or conditioned), this Agreement shall terminate ten (10) Business Days after delivery to HPT of the purposes of Section 4.7 and the other Sections of this Indenture referred to financial statements described in clause (iiz) of this Sectionpreceding, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned HPT shall, within ten (and 10) Business Days after the Trustee, at the expense written request of the CompanyGuarantor, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of confirm such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect termination by executing a release of the principal of, premium, if any, Guarantor from all obligations and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities liabilities arising under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect this Agreement subsequent to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties release date and immunities returning any unapplied balance of the Trustee hereunder Guaranty Retained Funds (as hereinafter defined) to the Guarantor, together with any accrued and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultunpaid interest thereon.

Defeasance. Upon the Company's exercise At any time from and after July 1, 2008, so long as no monetary default, material non-monetary default or Event of Default hereunder or under any of the option specified other Loan Documents is then continuing, Borrower may obtain the release of the Project from the lien of the Security Document upon the satisfaction of the following conditions precedent ("Defeasance"): (a) not less than thirty (30) days prior written notice to 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 to and including the Release Date; (c) the payment to Agent on the Release Date of all other sums, not including scheduled interest or principal payments, due under the Note, the Mortgages and the other Loan Documents; (d) the payment to Agent on the Release Date of the Defeasance Deposit and a $2,500 non-refundable processing fee; (e) the delivery by Borrower to Agent at Borrower's sole cost and expense of: (i) a security agreement in Section 4.3 applicable form and substance satisfactory to Lender, creating a first priority lien in favor of Agent on the Defeasance Deposit and the U.S. Obligations (hereinafter defined) purchased on behalf of Borrower with the Defeasance Deposit in accordance with this Section 2.9 (the "Security Agreement"); (ii) releases of the Project from the lien of the Mortgages (for execution by Lender) in a form appropriate for the jurisdiction in which the Project is located and otherwise acceptable to Agent; (iii) an officer's certificate of Borrower certifying that the requirements set forth in this clause (e) have been satisfied; (iv) an opinion of counsel in form and substance, and rendered by counsel, satisfactory to Agent, at Borrower's expense, stating, among other things, that Agent has a perfected first priority security 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 Securities 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 a seriesU.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 Company shall be deemed to have been discharged from its Note and this Section 2.9 as and when such obligations become due. In connection with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date 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 Section 4.6 are satisfied 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 (hereinafter the "defeasanceScheduled Defeasance Payments"). For this purposeBorrower, such defeasance means pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the Company 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 Section 2.9, the Project shall be deemed released from the lien of the Security Document and the pledged U.S. Obligations shall be the sole source of collateral securing the repayment of the Loan and the Note. Any portion of the Defeasance Deposit in excess of the amount necessary to have paid purchase the U.S. Obligations required by the preceding paragraph and discharged to otherwise satisfy the entire indebtedness represented by Borrower's obligations under this Section 2.9 shall be remitted to Borrower with the release of the Project from the lien of the Security Document. In connection with such Securities release, a successor entity meeting Agent's then applicable single purpose entity requirements and any coupons appertaining thereto which shall thereafter be deemed otherwise acceptable to be "Outstanding" only Agent, adjusted, as applicable, for the purposes of Defeasance contemplated by this Section 4.7 2.9 (the "Successor Borrower"), shall be established by Borrower subject to Agent's approval (or at Agent's option, by Agent) and Borrower shall transfer and assign all obligations, rights and duties under and to the Note together with the pledged U.S. Obligations to such Successor Borrower pursuant to an assignment and assumption agreement in form and substance satisfactory to Lender (the "Assignment Agreement"). Such Successor Borrower shall assume the obligations under the Note, the Security Agreement and the other Sections Loan Documents and Borrower shall be relieved of its obligations thereunder, except (i) that Borrower shall be required to perform its obligations pursuant to this Indenture referred to in clause Section 2.9, including maintenance of the Successor Borrower, if applicable, and (ii) for those obligations of Borrower which expressly survive repayment of the Loan. Borrower shall pay $1,000.00 to any such Successor Borrower as consideration for assuming the obligations under the Note, the Security Agreement and the other Loan Documents pursuant to the Assignment Agreement. Borrower shall pay all reasonable costs and expenses incurred by Agent and Lender in connection with this Section 2.9, including Agent's and Lender's reasonable attorneys' fees and expenses, and any administrative and tax expenses associated with or incurred by the Successor Borrower, which amounts shall, as set forth above, be included when calculating the amount of the Defeasance Deposit. For purposes of this SectionSection 2.9, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which terms shall survive until otherwise terminated or discharged hereunder: (i) have the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.following meanings:

Defeasance. Upon (a) Notwithstanding anything to the Company's exercise contrary contained Mortgage or the other Loan Documents, at any time after the earlier of anniversary of the option specified date that is the "startup day," within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (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 Section 4.3 applicable 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 Section 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 provide, not later than the due date of any payment, cash in an amount sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to Mortgagee, to pay and discharge the Scheduled Defeasance Payments (hereinafter defined); the delivery on or prior to the Securities 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 "Mortgage" for purposes of each Loan Document from and after the date of its execution; (B) a seriesrelease of the Property (or, for a Partial Release, the Company shall be deemed to have been discharged Individual Property) from its obligations with respect to such Securities this Mortgage, the Assignment and any coupons appertaining TJCC Financing Statements relating thereto (except as specified belowfor execution by Mortgagee) on in a form appropriate for cancellation of such documents in the date jurisdiction in which the conditions 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 Section 4.6 are satisfied 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 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 the defeased portion of the original Note (the "defeasanceDefeased Note") and the other note executed by the other entity comprising Mortgage and. having a principal balance equal to the undefeased portion of the original Note (the "Undefeased Note"). For this purpose, such defeasance means that The Defeased Note and the Company Undefeased Note shall be deemed to have paid and discharged identical terms as the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only Note except for the purposes of Section 4.7 principal balance and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense splitting of the Companytwo makers of the original Note, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect above. The principal balance of the principal ofDefeased Note shall equal the Adjusted Release Amount (as defined below) for the Individual Property, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) that is the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities subject of the Trustee hereunder and Partial Release; and (ivG) this Article 4. Subject to compliance with this Article 4such other certificates, the Company documents or instruments as Mortgagee may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.reasonably request; and

Defeasance. Upon (a) Conditions to Defeasance. Provided no Event of Default shall be continuing, Borrowers shall have the Company's exercise right on any Payment Date after the Release Date and prior to the Permitted Prepayment Date to voluntarily defease the entire amount of the option specified 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 4.3 applicable 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-consolidation opinion with respect to the Securities Successor Borrower; (6) In the case of a seriesPartial Defeasance, the Company execution and delivery by Borrowers of all necessary documents to amend and restate the Note and issue two substitute notes: one having a principal balance equal to the defeased portion of the original Note (the “Defeased Note”) and the other having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have terms identical to the terms of the Note, except for the principal balance and a pro rata allocation of the Monthly Debt Service Payment Amount. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to “Note” shall be deemed to have been discharged from its obligations with respect mean the Undefeased Note, unless expressly provided to such Securities and the contrary.) A Defeased Note cannot be the subject of any coupons appertaining thereto further Defeasance; (except 7) Borrowers shall deliver to Lender a Rating Comfort Letter as specified below) on to the date Defeasance Event; (8) Borrowers shall deliver an Officer’s Certificate certifying that the conditions requirements set forth in this Section 4.6 are satisfied 2.3.3 have been satisfied; (hereinafter "defeasance"). For this purpose, such defeasance means 9) Borrowers shall deliver a certificate of a “big four” or other nationally recognized public accounting firm acceptable to Lender certifying that the Company Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (10) Borrowers shall be deemed to have paid deliver such other certificates, opinions, documents and discharged instruments as Lender may reasonably request; and (11) Borrowers shall pay all costs and expenses of Lender incurred in connection with the entire indebtedness represented by such Securities Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) Defeasance Collateral Account. On or before the date on which Borrowers deliver the Defeasance Collateral, Borrowers shall open at any coupons appertaining thereto Eligible Institution the defeasance collateral account (the “Defeasance Collateral Account”) which shall thereafter at all times be deemed to be "Outstanding" an Eligible Account. The Defeasance Collateral Account shall contain only for the purposes of Section 4.7 (i) Defeasance Collateral, and the other Sections of this Indenture referred to in clause (ii) of cash from interest and principal paid on the Defeasance Collateral. All cash from interest and principal payments paid on the Defeasance Collateral shall be paid over to Lender on each Payment Date and applied first to accrued and unpaid interest and then to Principal. Any cash from interest and principal paid on the Defeasance Collateral not needed to pay accrued and unpaid interest or Principal shall be retained in the Defeasance Collateral Account as additional collateral for the Loan. Borrowers shall cause the Eligible Institution at which the Defeasance Collateral is deposited to enter an agreement with Borrowers and Lender, satisfactory to Lender in its sole discretion, pursuant to which such Eligible Institution shall agree to hold and distribute the Defeasance Collateral in accordance with this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and Agreement. The Successor Borrower shall be the Trustee, at the expense owner of the CompanyDefeasance 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 on Company Order execute proper instruments acknowledging prepay all cost and expenses associated with opening and maintaining the same), except Defeasance Collateral Account. Lender shall not in any way be liable by reason of any insufficiency in the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultDefeasance Collateral Account.

Defeasance. Upon the Company's exercise of the option specified (a) Except as expressly provided in Section 4.3 applicable to this Section paragraph (b) below with respect to certain of the Securities Guarantors, this Agreement shall terminate at such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of a seriesthe Guarantors to HRP under this Agreement have been satisfied in full; provided, however, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the Company insolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, shall be deemed to have been discharged from its obligations continued in existence notwithstanding any such termination. (b) Provided that no (i) monetary Default, (ii) Default with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purposewhich HRP shall have given Notice thereof to Tenant, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) Event of Default shall have occurred and be continuing under the rightsLease, powers, trusts, duties and immunities of in the Trustee hereunder event that the IPO shall be consummated and (ivx) this Article 4. Subject the common shares of Brookdale issued in connection therewith shall not be subject to compliance with this Article 4redemption, (y) Brookdale shall have a resulting equity market capitalization of not less than Thirty-Five Million Dollars ($35,000,0000) and (z) HRP shall receive such evidence thereof as HRP may reasonably require, HRP shall, promptly upon the Company may exercise its option written request of any Guarantor other than Brookdale and the Subtenants, release such Guarantor (other than Brookdale and the Subtenants) from all obligations and liabilities arising under this Section notwithstanding Agreement subsequent to the prior exercise of its option under Section 4.5 release date, HRP agreeing, in connection with respect any such release, promptly to execute and deliver to the released Guarantors all documents reasonably necessary to effect such Securities release. It is expressly understood and any coupons appertaining thereto. Following a defeasance, payment of such Securities may agreed that Brookdale and the Subtenants shall not be accelerated because of an Event of Defaultreleased from their liabilities and obligations under this Agreement, except as provided in paragraph (a) above.

Defeasance. Upon At any time, we may terminate all our obligations under the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 Notes and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same“legal defeasance”), except for certain obligations, including those respecting the following which shall survive until otherwise terminated defeasance trust and obligations to register the transfer or discharged hereunder: (i) exchange of the rights of Holders of such Securities Notes, to replace mutilated, destroyed, lost or stolen Notes and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) maintain a registrar and as more fully set forth in such Section and in Section 4.7, payments paying agent in respect of the principal ofNotes. If we exercise our legal defeasance option, premiumthe Guarantees in effect at such time will terminate. In addition, if anyat any time we may terminate our obligations under “—Change of control” and under the covenants described under “—Certain covenants” (other than the covenant described under "—Merger and consolidation”), and interestthe operation of the cross acceleration provision, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations bankruptcy provisions with respect to such Securities Significant Subsidiaries, the judgment default provision and the Subsidiary Guarantee provision described under Sections 3.4, 3.5, 3.6, 9.2 “—Defaults” above and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); limitations contained in clause (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder first paragraph under “—Certain covenants—Merger and consolidation” above (iv) this Article 4“covenant defeasance”). Subject to compliance with this Article 4, the Company We may exercise its our legal defeasance option under this Section notwithstanding the our prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoour covenant defeasance option. Following a defeasanceIf we exercise our legal defeasance option, payment of such Securities the Notes may not be accelerated because of an Event of DefaultDefault 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 for any obligations of the Company, any of its Restricted Subsidiaries or any Guarantor under the Notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to 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 governed by, and construed in accordance with, the laws of the State of New York.

Defeasance. Upon (i) Notwithstanding any provisions of this Section 4 to the Company's exercise contrary, at any time commencing with the sooner of (x) the date which is twenty-five (25) months after the "startup day," within the meaning of Section 860G(a)(9) of the option specified 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; or (y) the forty-ninth (49th) full calendar month following final disbursement of the Loan proceeds, and provided no Event of Default has occurred hereunder or under any of the Loan Documents which is not cured within any applicable grace period or cure period, the Borrower may cause the release of the Premises from the lien of the Security Instrument and the other Loan Documents upon the satisfaction of the following conditions: (A) not less than sixty (60) (but not more than one hundred twenty (120)) days prior written notice shall be given to the 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; (B) 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 reasonable fees, costs and expenses incurred by the Lender and its agents in connection with such release (including, without limitation, the review of the materials described in subsection 4(b)(i)(C) below and any related documentation), shall be paid in full on or prior to the Release Date; and (C) the Borrower shall deliver to the Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance that would be satisfactory to a prudent lender, creating a first priority security interest in favor of the Lender in the Defeasance Collateral, as defined herein (the "Defeasance Security Agreement"), which shall provide, among other things, that any excess amounts received by the Lender from the Defeasance Collateral over the amounts payable by the Borrower hereunder shall be refunded to the Borrower promptly after each Scheduled Payment Date; (2) direct, non-callable obligations of the United States of America that provide for payments prior to 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 (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 the Lender or accompanied by a written instrument of transfer in form and substance that 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 the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of the Borrower certifying that all of the requirements set forth in this subsection 4(b)(i) have been satisfied; (4) one or more opinions of counsel for the Borrower in form and substance and delivered by counsel that would be satisfactory to a prudent lender stating, among other things, that (i) the Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against the Borrower in accordance with its terms, (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 4.3 applicable 860D of the Code as a result of the defeasance pursuant to this Section 4(b), (iii) a defeasance pursuant to this Section 4(b) will not result in a deemed exchange for purposes of the Code and will not adversely effect 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) if required by the applicable Rating Agencies, a non-consolidation opinion with respect to the Securities Successor Borrower (as hereinafter defined) and its equity owners; (5) a confirmation in writing from the Rating Agencies to the effect that the release of the Premises from the lien of the Security Instrument and the substitution of Defeasance Collateral will not result in a seriesdowngrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the securities issued in connection with the Securitization which are then outstanding; (6) a certificate of Borrower's independent certified public accountant certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Monthly Payment Amount; and (7) such other certificates, documents and instruments as the Lender may reasonably require. (ii) Upon compliance with the requirements of subsection 4(b)(i), the Company Premises shall be deemed released from the lien of the Security Instrument 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 addition, upon such compliance the Lender will promptly, at the Borrower's expense, execute and deliver any agreements reasonably requested by the Borrower to have been discharged release the lien of the Security Instrument and the other Loan Documents from the Premises. (iii) Upon the release of the Premises in accordance with this Section 4(b), the Borrower shall assign all its obligations and rights under this Note, together with respect the pledged Defeasance Collateral, to such Securities a successor entity designated by the Borrower which shall be a single purpose bankruptcy remote entity which is not directly or indirectly owned by Borrower and any coupons appertaining thereto which shall be approved by Lender, (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasanceSuccessor Borrower"). For Such Successor Borrower shall execute an assignment and assumption agreement in form and substance that would be satisfactory to a prudent lender pursuant to which such Successor Borrower shall assume the Borrower's obligations under this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, the Borrower shall (A) deliver to the Lender one or more opinions of counsel in form and substance and delivered by counsel that would be satisfactory to a prudent lender stating, among other Sections of this Indenture referred to things, that (i) Lender has a legal and valid perfected first priority security interest in clause 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 the defeasance pursuant to this SectionSection 4(b), (iii) a defeasance pursuant to this Section 4(b) will not result in a deemed exchange for purposes of the Code and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar will not adversely effect the status of the Note as such Securities and any coupons appertaining thereto are concerned indebtedness for federal income tax purposes, (iv) delivery of the Defeasance Collateral and the Trustee, at the expense grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the CompanyBankruptcy Code or applicable state law, shall on Company Order execute proper instruments acknowledging (v) if required by the same)applicable Rating Agencies, except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and a non-consolidation opinion with respect to the payment of Additional AmountsSuccessor Borrower and its equity owners and (vi) such assignment and assumption agreement is enforceable against the Borrower and such Successor Borrower in accordance with its terms and that this Note, if anythe Defeasance Security Agreement and the other Loan Documents, payable as so assigned and assumed, are enforceable against such Successor Borrower in accordance with respect to their respective terms, and (B) pay all reasonable fees, costs and expenses incurred by the Lender or its agents in connection with such Securities as specified pursuant to Section 3.1(b)(18); assignment and assumption (iii) including, without limitation, the rights, powers, trusts, duties and immunities review of the Trustee hereunder proposed transferee and (iv) this Article 4the preparation of the assignment and assumption agreement and related certificates, documents and instruments). Subject to compliance with this Article 4Upon such assignment and assumption, the Company may exercise its option under this Section notwithstanding the prior exercise Borrower shall be relieved of its option obligations hereunder, under Section 4.5 with respect to such Securities the other Loan Documents and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultunder the Defeasance Security Agreement.

Defeasance. Upon (A) TOTAL DEFEASANCE, (i) Borrowers shall have the Company's exercise right at any time after the Release Date and prior to the First Open Payment Date to obtain a release of the option specified Lien of the Mortgage encumbering the Properties (a "Total Defeasance") upon satisfaction of the following conditions: (a) 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 4.3 applicable 2.3(A) and on which it shall effect the Total Defeasance; (b) 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 Loan Agreement, the Mortgage and the other Loan Documents; (c) Borrowers shall irrevocably deposit the Total Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Sections 2.3(C) and (D) hereof; (d) Borrowers shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the 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 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 as indebtedness for federal income tax purposes, (y) 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 (z) if and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Securities of a series, Successor Borrower; (f) In the Company shall be deemed to event Certificates have been discharged issued in connection with the Securitization of the Loan, Borrowers shall deliver to Lender a confirmation in writing from its obligations with respect the applicable Rating Agencies to the effect that the release of the Properties from the Lien of the 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 Securities and any coupons appertaining thereto defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (except as specified belowg) on Borrowers shall deliver an officer's certificate certifying that the date the conditions requirements set forth in this Section 4.6 are satisfied 2.3(A) have been satisfied; (hereinafter "defeasance"). For this purpose, such defeasance means h) Borrowers shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Company shall be deemed Total Defeasance Collateral will generate monthly amounts equal to have paid and discharged or greater than the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: 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 rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultincluding Lender's reasonable attorneys' fees and expenses and Rating Agency fees and expenses.

Defeasance. Upon Prior to the Company's exercise Anticipated Repayment Date, the Borrowers may defease the Loan at any time, in whole or, from time to time, in part, as of the option specified last day of an Interest Accrual Period, in Section 4.3 accordance with the following provisions: (A) Lender shall have received from the Borrowers not less than thirty (30) days' prior written notice specifying the date proposed for such defeasance and the amount which is to be defeased, which proposed date shall be a Payment Date. (B) The Borrowers shall also pay to Lender all interest due through and including the last day of the Interest Accrual Period applicable to this Section the Payment Date on which such defeasance is being made, together with respect any and all other amounts due and owing pursuant to the Securities 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 series, the Company shall be deemed to have been discharged from its obligations with respect to proposed defeasance will cure such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an 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"), the amortization schedule for which notes shall be calculated to fully amortize the respective principal balances of each on a twenty-five (25) year schedule (commencing on the Closing Date) and with a balloon payment on the Defeased Note due on the Anticipated Repayment 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 Anticipated Repayment Date which shall be appropriately adjusted to reflect the defeasance. 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. Upon Any provision hereof to the Company's exercise contrary notwithstanding, ---------- at any time during the Defeasance Period (as defined below), Borrower may obtain a release of the option specified in Section 4.3 applicable to this Section with respect to Mortgaged Property from the Securities lien of a series, the Company Security Instrument only upon the satisfaction of the following conditions: (i) not less than thirty (30) days prior written notice shall be deemed given to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Lender specifying a date (except the "Defeasance Date") on --------------- which the Defeasance Collateral (as specified defined below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purposeis to be delivered, such defeasance means that date being the Company shall be deemed to have paid and discharged first day of the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause month; (ii) all accrued and unpaid interest and all other sums due under this Note, the Security Instrument and the Other Security Documents up to the Defeasance Date, including, without limitation, all reasonable costs and expenses incurred by Lender or its agents in connection with such defeasance, including, without limitation, any legal fees and expenses incurred in connection with obtaining and reviewing the Defeasance Collateral, the preparation of this Sectionthe Defeasance Security Agreement (as defined below) and related documentation, accountant fees, and to have satisfied investment advisor fees, all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated be paid in full on or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect prior to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); Defeasance Date; (iii) no Event of Default, and no event or condition that, with the rightsgiving of notice or passage of time or both, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of would constitute an Event of Default, shall exist either at the time Borrower gives notice of the Defeasance Date to Lender or on the Defeasance Date; (iv) Borrower shall deliver to Lender on or before the Defeasance Date direct, non-callable obligations of the United States of America in such form and amount that provide for the payments prior, but as close as possible, to all successive regularly scheduled monthly payment dates, including the Maturity Date, with such payments being equal to or greater than the amount of the corresponding monthly payment required to be paid under this Note (hereafter, "Scheduled --------- Defeasance Payments") for the balance of the term hereof and the ------------------- amount required to be paid on the Maturity Date (such obligations are collectively and singularly referred to herein as "Defeasance ---------- Collateral") each of which shall be duly endorsed by the holder ---------- thereof as directed by Lender or accompanied by a written instrument of traxxxxx in form and substance wholly satisfactory to Lender (including, without limitation, such instrument as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect a first priority security interest in such Defeasance Collateral in favor of Lender. The Defeasance Collateral may be purchased by Lender on Borrower's behalf, in which case Borrower shall deposit with Lender at least three days before the Defeasance Date a sum sufficient, in Lender's sole and absolute discretion, to purchase txx Xxxeasance Collateral. Any sums in excess of the amount necessary to purchase the Defeasance Collateral shall be remitted to Borrower upon release of the Mortgaged Property. (v) Borrower shall deliver the following to Lender, at Borrower's cost, on or prior to the Defeasance Date: (A) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the "Defeasance Security Agreement"); ----------------------------- (B) a certificate of Borrower certifying that all of the requirements hereunder for a defeasance have been satisfied; (D) an opinion of an independent certified public accountant acceptable to Lender representing and warranting to Lender that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments including the amount required to be paid on the Maturity Date of this Note, and such other approvals required by Lender; (E) evidence in writing from each of the Rating Agencies to the effect that such release will not result in a qualifi- cation, downgrade or withdrawal of any rating in effect immediately prior to the Defeasance Date for any securities or "Pass-Through Certificates" issued pursuant to the terms of a trust and servicing agreement in the event that this Note or any interest therein is included in a REMIC or other securitization vehicle; (F) such other certificates, opinions, documents or instruments as Lender may reasonably require; and (G) upon approval by Lender of the schedule of Defeasance Collateral to be delivered to Lender, Borrower shall (i) pay Lender a nonrefundable fee, in an amount reasonably determined by Lender, as compensation for the review, analysis and processing of the defeasance request; and (ii) if required by Lender, deposit with Lender an amount estimated by Lender to be sufficient to fund all other fees, costs and expenses related to the defeasance, including Lender's reasonable attorneys' fees and expenses and rating agency fees, if any and expenses together with all expenses and costs associated with the release of the lien on the Mortgaged Property. Borrower shall be responsible for all fees, costs and expenses associated with the defeasance which, if not covered by the above deposit, shall be paid to Lender no later than the Defeasance Date. Upon compliance with the foregoing requirements relating to the delivery of the Defeasance Collateral, the Mortgaged Property shall be released from the lien of the Security Instrument and the Defeasance Collateral shall constitute collateral which shall secure this Note and the Debt.

Defeasance. Upon the Company's exercise At any time from and after December 1, 2008, so long as no monetary default, material non-monetary default or Event of Default hereunder or under any of the option specified other Loan Documents is then continuing, Borrower may obtain the release of the Projects from the lien of the Security Documents upon the satisfaction of the following conditions precedent ("Defeasance"): (a) not less than thirty (30) days prior written notice to 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 to and including the Release Date; (c) the payment to Agent on the Release Date of all other sums, not including scheduled interest or principal payments, due under the Note, the Mortgages and the other Loan Documents; (d) the payment to Agent on the Release Date of the Defeasance Deposit and a $2,500 non-refundable processing fee; (e) the delivery by Borrower to Agent at Borrower's sole cost and expense of: (i) a security agreement in Section 4.3 applicable form and substance satisfactory to Lender, creating a first priority lien in favor of Agent on the Defeasance Deposit and the U.S. Obligations (hereinafter defined) purchased on behalf of Borrower with the Defeasance Deposit in accordance with this Section 2.9 (the "Security Agreement"); (ii) releases of the 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 Securities 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 a seriesU.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 Company shall be deemed to have been discharged from its Note and this Section 2.9 as and when such obligations become due. In connection with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date 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 Section 4.6 are satisfied 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 (hereinafter the "defeasanceScheduled Defeasance Payments"). For this purposeBorrower, such defeasance means pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the Company 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 Section 2.9, the Projects shall be deemed released from the lien of the Security Documents and the pledged U.S. Obligations shall be the sole source of collateral securing the repayment of the Loan and the Note. Any portion of the Defeasance Deposit in excess of the amount necessary to have paid purchase the U.S. Obligations required by the preceding paragraph and discharged to otherwise satisfy the entire indebtedness represented by Borrower's obligations under this Section 2.9 shall be remitted to Borrower with the release of the Projects from the lien of the Security Documents. In connection with such Securities release, a successor entity meeting Agent's then applicable single purpose entity requirements and any coupons appertaining thereto which shall thereafter be deemed otherwise acceptable to be "Outstanding" only Agent, adjusted, as applicable, for the purposes of Defeasance contemplated by this Section 4.7 2.9 (the "Successor Borrower"), shall be established by Borrower subject to Agent's approval (or at Agent's option, by Agent) and Borrower shall transfer and assign all obligations, rights and duties under and to the Note together with the pledged U.S. Obligations to such Successor Borrower pursuant to an assignment and assumption agreement in form and substance satisfactory to Lender (the "Assignment Agreement"). Such Successor Borrower shall assume the obligations under the Note, the Security Agreement and the other Sections Loan Documents and Borrower shall be relieved of its obligations thereunder, except (i) that Borrower shall be required to perform its obligations pursuant to this Indenture referred to in clause Section 2.9, including maintenance of the Successor Borrower, if applicable, and (ii) for those obligations of Borrower which expressly survive repayment of the Loan. Borrower shall pay $1,000.00 to any such Successor Borrower as consideration for assuming the obligations under the Note, the Security Agreement and the other Loan Documents pursuant to the Assignment Agreement. Borrower shall pay all reasonable costs and expenses incurred by Agent and Lender in connection with this Section 2.9, including Agent's and Lender's reasonable attorneys' fees and expenses, and any administrative and tax expenses associated with or incurred by the Successor Borrower, which amounts shall, as set forth above, be included when calculating the amount of the Defeasance Deposit. For purposes of this SectionSection 2.9, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which terms shall survive until otherwise terminated or discharged hereunder: (i) have the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.following meanings:

Defeasance. Upon At any time during the Company's exercise Open Period, so long as no default or Event of Default is then continuing, Ten Project Borrowers may obtain the release of the option specified in Section 4.3 applicable Ten Project Loan Projects from the lien of the Security Documents upon the satisfaction of the following conditions precedent (“Defeasance”): (A) not less than thirty (30) days prior written notice to this Section Agent specifying the first day of a calendar month (or if not a Business Day, the first Business Day of such calendar month) (the “Defeasance Release Date”) on which the Defeasance Deposit (hereinafter defined) is to be made; (B) the payment to Agent of interest accrued and 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 Securities of a seriesTen Project Loans, not including scheduled interest or principal payments, due under the Ten Project Note, the Company shall be deemed Security Documents and the other Loan Documents; (D) the payment to Agent of the 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 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 discharged from its obligations 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 Securities 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 any coupons appertaining thereto (except 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 specified below) on the date 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 Section 4.6 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 satisfied 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 (hereinafter "defeasance"the “Scheduled Defeasance Payments”). For this purposeTen Project Borrowers, such defeasance means pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the Company shall payments received from the U.S. Obligations may be deemed made directly to have paid Agent and discharged applied to satisfy the entire indebtedness represented by such Securities obligations of Ten Project Borrowers under this Agreement, the Ten Project Note and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for this Section 2.5(a)(ii). Upon compliance with the purposes of Section 4.7 and the other Sections requirements of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the sameSection 2.5(a)(ii), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and Guaranty with respect to the payment of Additional Amounts, if any, payable with respect Ten Project Borrowers shall be released (except as to such Securities as specified pursuant obligations thereunder arising from circumstances existing or occurring prior to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties Defeasance and immunities which obligations would otherwise survive the repayment of the Trustee hereunder Ten Project Loan) and (iv) this Article 4the Ten Project Loan Projects shall be released of record from the lien of the Security Documents and the pledged U.S. Obligations shall be the sole source of collateral securing the repayment of the Ten Project Loans and the Ten Project Note. Subject Any portion of the Defeasance Deposit in excess of the amount necessary to compliance with this Article 4, purchase the Company may exercise its option U.S. Obligations required by the preceding paragraph and to otherwise satisfy the Ten Project Borrowers’ obligations under this Section notwithstanding 2.5(a)(ii) shall be remitted to Ten Project Borrowers with the prior exercise release of its option 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 Section 4.5 and to the Ten Project Note together with respect the pledged U.S. Obligations to such Securities Successor Ten Project Borrower pursuant to 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 Documents and Ten Project Borrowers shall be relieved of their obligations thereunder, except (i) that Ten Project Borrowers shall be required to perform their obligations pursuant to this 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 connection with this Section 2.5(a), including Agent’s and Lender’s reasonable attorneys’ fees and expenses, and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultadministrative and tax expenses associated with or incurred by the Successor Ten Project Borrower.

Defeasance. Upon the Company's ’s exercise of the above option specified in Section 4.3 applicable to this Section 1402 with respect to the any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 1404 are satisfied (hereinafter "hereinafter, “defeasance"”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto thereto, which shall thereafter be deemed to be "“Outstanding" ” only for the purposes of Section 4.7 1405 and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust funds fund, described in Section 4.6(a) 1404 and as more fully set forth in such Section and in Section 4.71405, payments in respect of the principal of, of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company's ’s obligations with respect to such Securities under Sections 3.4304, 3.5305, 3.6306, 9.2 1002 and 9.3 1003 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 1010, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (iv4) this Article 4Fourteen. Subject to compliance with this Article 4Fourteen, the Company may exercise its option under this Section 1402 notwithstanding the prior exercise of its option under Section 4.5 1403 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon On the Company's exercise of date that the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company following conditions shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereundersatisfied: (i) the rights Transferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the sum of Holders the Class A Outstanding Principal Amount, the Class B Outstanding Principal Amount and the Class C Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the Transferor, for the period from the date of such Securities and any coupons appertaining thereto deposit to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of Principal Funding Account through the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are dueExpected Final Payment Date; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect Transferor shall have delivered to the payment Trustee (a) an opinion of Additional Amounts, if any, payable with respect counsel to the effect that such Securities deposit will not result in the Trust being required to register as specified pursuant to Section 3.1(b)(18); (iii) an "investment company" within the rights, powers, trusts, duties and immunities meaning of the Trustee hereunder Investment Company Act of 1940, as amended, (b) an opinion of counsel to the effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the giving of notice or the lapse of time, would constitute a Pay Out Event, to occur; and (iv) this Article 4. Subject to compliance with this Article 4a Ratings Event will not occur, the Company may exercise Series 1997-2 Certificates will no longer be entitled to security interest of the Trust in the Receivables and, except those set forth in clause (i) above, other Trust assets and the percentages applicable to the allocation to the Series 1997-2 Certificateholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the satisfaction of the foregoing conditions, the Class D Invested Amount will be reduced to zero. SECTION 7. Article V of the Agreement. Article V of the Agreement shall read in its option under this Section notwithstanding entirety as follows and shall be applicable only to the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.Series 1997-2 Certificates:

Defeasance. Upon (i) Notwithstanding any provisions of this Section 2.04 to the Company's exercise contrary, including, without limitation, subsection (a) of this Section 2.04, at any time other than during a REMIC Prohibition Period, Borrower may cause the release of the option specified Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default has occurred and is continuing under any of the Loan Documents; (B) not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s costs and expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all other sums due under the Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, 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 4.3 2.04(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral and the Defeasance Collateral Account, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) 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 that such obligations 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 the granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.04(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 opining, among other things, and subject only to customary qualifications and assumptions, that (i) Lender has a perfected first priority security interest in the Defeasance Collateral and the Defeasance Collateral Account and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute a voidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable to 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 (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 Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.04(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower (x) to release the lien of the Mortgage and the other Loan Documents from the Property and (y) the Borrower from all obligations with respect to the Securities Property. (iii) Upon the release of the Property in accordance with this Section 2.04(b), Borrower may elect to assign, or at Lender’s sole and absolute discretion, Lender may require Borrower to assign, all of its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a seriessuccessor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to Lender in its sole and absolute discretion pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel 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 Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 Defeasance Security Agreement and the other Sections 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 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 this Indenture 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 clause subsection (iib)(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. (iv) For purposes of this Section 2.04, “REMIC Prohibition Period” means the two-year period commencing with the “startup day” within the meaning of Section 860G(a)(9) of this Section, and the Internal Revenue Code of any REMIC Trust that holds the Note. In no event shall Lender have any obligation to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described notify Borrower that a REMIC Prohibition Period is in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and effect with respect to the payment of Additional AmountsLoan, except that Lender shall notify Borrower if any, payable any REMIC Prohibition Period is in effect with respect to such Securities as specified pursuant to the Loan after receiving any notice described in Section 3.1(b)(182.04(b)(i)(B); (iii) provided, however, that the rights, powers, trusts, duties and immunities failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to Loan during any such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultREMIC Prohibition Period.

Defeasance. Upon On the Company's exercise of date that the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company following conditions shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereundersatisfied: (i) the rights Transferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the sum of Holders the Class A Outstanding Principal Amount, the Class B Outstanding Principal Amount and the Class C Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the Transferor, for the period from the date of such Securities and any coupons appertaining thereto deposit to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of Principal Funding Account through the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are dueExpected Final Payment Date; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect Transferor shall have delivered to the payment Trustee (a) an opinion of Additional Amounts, if any, payable with respect counsel to the effect that such Securities deposit will not result in the Trust being required to register as specified pursuant to Section 3.1(b)(18); (iii) an "investment company" within the rights, powers, trusts, duties and immunities meaning of the Trustee hereunder Investment Company Act of 1940, as amended, (b) an opinion of counsel to the effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the giving of notice or the lapse of time, would constitute a Pay Out Event, to occur; and (iv) this Article 4. Subject to compliance with this Article 4a Ratings Event will not occur, the Company may exercise Series 1997-1 Certificates will no longer be entitled to security interest of the Trust in the Receivables and, except those set forth in clause (i) above, other Trust assets and the percentages applicable to the allocation to the Series 1997-1 Certificateholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the satisfaction of the foregoing conditions, the Class D Invested Amount will be reduced to zero. SECTION 7. Article V of the Agreement. Article V of the Agreement shall read in its option under this Section notwithstanding entirety as follows and shall be applicable only to the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.Series 19971 Certificates:

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Indenture or any Indenture Supplement: (a) The Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified beloweach, a "DEFEASED SERIES") on the date the applicable conditions set forth in Section 4.6 subsection 11.04(c) are satisfied (hereinafter a "defeasanceDEFEASANCE"). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Notes of the Defeased Series to receive, solely from the trust funds described provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 11.04(c), payments in respect of the interest on and principal of, premium, if any, and interest, if any, on of such Securities and any coupons appertaining thereto Notes when such payments are due; (ii) the CompanyIssuer's obligations with respect to such Securities Notes under Sections 3.4, 3.5, 3.6, 9.2 2.05 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.06; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section and Section 12.16. (b) Subject to compliance with this Article 4subsection 11.04(c), the Company may exercise Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under this Section notwithstanding subsection 11.04(a): (i) the prior exercise Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of its option the Issuer's funds), under Section 4.5 with respect the terms of an irrevocable trust agreement in form and substance satisfactory to such Securities and any coupons appertaining thereto. Following a defeasancethe Indenture Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such Securities may not amount), and which shall be accelerated because applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of an Event of Default.each Defeased Series on the dates scheduled for such payments in this Indenture and the applicable Indenture

Defeasance. Upon (a) Notwithstanding any provisions of this Article 2 to the Company's exercise contrary, at any time following the earlier of (1) the expiration of the option specified REMIC Prohibition Period, or (2) three (3) years from the first Payment Date, Borrower may cause the release of the Property from the Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (i) no Event of Default shall have occurred and be continuing; (ii) not less than thirty (30) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral is to be delivered (the “Release Date”); provided, however, that Borrower shall have the right to cancel or extend (by no more than thirty (30) days) such notice by providing Lender with notice of cancellation or extension not less than ten (10) days prior to the scheduled Release Date, provided that Borrower shall pay all of Lender’s costs and expenses incurred as a result of such cancellation or extension; (iii) all sums due under this Agreement, the Note and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement and of the other materials described in Section 4.3 applicable 2.7(a)(iv) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to this Section with respect such release), shall be paid in full on or prior to the Securities Release Date; (iv) Borrower shall deliver to Lender on or prior to the Release Date: (A) 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”); (B) direct non-callable obligations of the United States of America or, to the extent satisfying Rating Agency criteria, other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 that provide for payments on a seriesBusiness Day prior and as close as possible to each successive Payment Date after the Release Date through the end of the Lockout Period, with each such payment being equal to or greater than the Company shall amount of the corresponding Monthly Payment Amount required to be deemed paid under this Agreement and the Note and all amounts necessary to have been discharged from its obligations with respect to such Securities pay the outstanding principal balance and any coupons appertaining thereto (except as specified below) all other amounts due and payable on the date day the conditions Lockout Period ends (the “Defeasance Collateral”), duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance which would be satisfactory to a prudent 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; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section 4.6 are satisfied 2.7(a) have been satisfied; (hereinafter "defeasance"). For this purposeD) one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be reasonably satisfactory to a prudent lender stating, such defeasance means among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Company Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, and (2) 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 holds the Note to fail to maintain its status as a REMIC Trust; (E) 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 Agreement and the Note (including the scheduled outstanding principal balance of the Loan on the last day of the Lockout Period); (F) such other certificates, opinions, documents and instruments as a prudent lender would reasonably require; and (G) in the event the Loan is held by a REMIC Trust and if required by Lender, Lender has obtained a Rating Agency Confirmation. (b) Upon compliance with the requirements of Section 2.7(a), the Property shall be deemed to have paid and discharged released from the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for Lien of the purposes of Section 4.7 Mortgage and the other Sections Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents. Lender shall, 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. (c) As a condition to the release of the Property in accordance with Section 2.7, Borrower shall assign all its obligations and rights under this Indenture referred Agreement and the Note, together with the pledged Defeasance Collateral, to a successor entity designated by Borrower and approved by Lender in clause its reasonable discretion (“Successor Borrower”). Lender’s right to approve the Successor Borrower shall, at the sole option of Bank of America, N.A., be exercised by Bank of America, N.A. and shall be retained by Bank of America, N.A. (or any successor or assign pursuant to an assignment of such retained rights separate and apart from the transfer or Securitization of all or any portion of the Loan), notwithstanding any transfer or Securitization of all or any portion of the Loan. Successor Borrower shall execute an assignment and assumption agreement in form and substance which would be reasonably satisfactory to a prudent lender pursuant to which it shall assume Borrower’s obligations under this Agreement, the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (i) deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel which would be reasonably 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 Agreement, 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 (ii) pay all fees, costs and expenses incurred by Lender or its agents and Successor Borrower in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of this Sectionthe 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, and excluding any assumption fee which may otherwise be due pursuant to have satisfied all the other Loan Documents). Upon such assignment and assumption, Borrower shall be relieved of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (Agreement and the TrusteeNote, at the expense of other Loan Documents and the Company, shall on Company Order execute proper instruments acknowledging Defeasance Security Agreement arising from and after the same)Release Date, except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully expressly set forth in such Section the assignment and in Section 4.7, payments in respect assumption agreement. (d) Following the consummation of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under defeasance contemplated by this Section notwithstanding the prior exercise of its option under Section 4.5 with respect 2.7, Lender shall promptly return all Reserve Funds to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultBorrower by wire transfer.

Defeasance. (i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at any time other than during a REMIC Prohibition Period but prior to the Optional Prepayment Date, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (B) not less than thirty (30) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s out of pocket costs and expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all other sums due under the Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance reasonably satisfactory to a prudent lender, trustee or servicer of this type of securitized loan transaction, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; Confidential Treatment Requested by BANA XXXX-Xxxx-00087 (2) 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 that the same 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 until and including the Optional Prepayment Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due on the Optional Prepayment Date, including, without limitation, the outstanding principal balance of the Loan) (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance reasonably satisfactory to Lender (including, without limitation, such certificates, documents and instruments as may be reasonably required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be reasonably satisfactory to a prudent lender, trustee or servicer of this type of securitized loan transaction stating, among other things, that (i) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope reasonably acceptable to 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 Optional Prepayment Date) following the Release Date and through and including the Optional Prepayment Date; and (6) such other certificates, documents and instruments as Lender may reasonably require; and (E) in the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), (1) the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents and (2) Lender will, at Borrower’s expense, execute and deliver any agreements as reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property or to otherwise assign the Mortgage and any other applicable Loan Documents (including, without limitation, a letter of authorization permitting Borrower to file UCC-3 terminations). (iii) Upon the Company's exercise release of the option specified Property in Section 4.3 applicable to accordance with this Section 2.4(b), Borrower shall (at Lender’s sole and absolute discretion) assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to Lender in its sole and absolute discretion pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel which would be reasonably satisfactory to a prudent lender, trustee or servicer of this type of securitized loan transaction stating, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note, 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 out of pocket fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreement. (iv) For purposes of this Section 2.4, “REMIC Prohibition Period” means the period commencing on the Closing Date and ending on the earlier to occur of (A) the second anniversary of the “startup day” within the meaning of Section 860G(a)(9) of the Code of any REMIC Trust that holds the Note, or (B) the forty-second (42nd) Scheduled Payment Date. In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same)Loan, except the following which that Lender shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and notify Borrower if any coupons appertaining thereto to receive, solely from the trust funds described REMIC Prohibition Period is in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and effect with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Loan after receiving any notice described in Section 3.1(b)(182.4(b)(i)(B); (iii) provided, however, that the rights, powers, trusts, duties and immunities failure of Lender to so notify Borrower shall not impose any liability on Lender or grant Borrower any right to defease the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to Loan during any such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultREMIC Prohibition Period.

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Indenture or any Indenture Supplement: (a) The Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified beloweach, a "Defeased Series") on the date the applicable conditions set forth in ---------------- Section 4.6 11.01(c) are satisfied (hereinafter a "defeasanceDefeasance"). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid ---------------- ---------- -------- ------- following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Notes of the Defeased Series to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of, premium, if any, of and interest, if any, interest on such Securities and any coupons appertaining thereto Notes when such payments are due; (ii) the CompanyIssuer's obligations with respect to such Securities Notes under Sections 3.4, 3.5, 3.6, 9.2 2.05 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.06; (iii) the rights, powers, trusts, duties duties, and immunities ------------- ---- of the Trustee hereunder Indenture Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Article 4Section 11.01 and Section 12.14. ------------- ------------- (b) Subject to compliance Section 11.01(c), no Collections shall be ---------------- allocated to any Defeased Series. (c) The following shall be the conditions precedent to any Defeasance under Section 11.01(a): --------------- (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee and any Series Enhancer, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of each Defeased Series and all other amounts owing in respect of such Defeased Series (including all amounts owing under any related Enhancement Agreement to any Series Enhancer) on the dates scheduled for such payments in this Article 4, Indenture and the Company applicable Indenture Supplements; (ii) a statement from a firm of nationally recognized independent public accountants (who also may exercise render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; ---------- (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 11.01 with respect to a Defeased Series to ------------- substitute money or Eligible Investments for Receivables, the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that such Securities deposit and any coupons appertaining thereto. Following a defeasance, payment termination of such Securities may obligations will not be accelerated because result in the Issuer being required to register as an "investment company" within the meaning of an Event of Default.the Investment Company Act;

Defeasance. Upon A. Notwithstanding anything to the Company's exercise contrary contained in this Note, the Instrument or the Loan Documents, at any time (x) after the earlier of the option 42nd month after the date hereof or the second (2nd) anniversary of the date that is the "STARTUP DAY," within the meaning of Section 860G of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "CODE") of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code, that holds this Note and (y) before the date which is ninety (90) days prior to the Maturity Date (the "PERMITTED PREPAYMENT DATE"); and provided (unless Lender shall otherwise consent, in its sole discretion) no event of default has occurred and is continuing, Borrower shall have the right to obtain the release of the Property from the lien of the Instrument and the other Loan Documents (such release, the "DEFEASANCE") upon the satisfaction of the following conditions precedent (all of which conditions shall become covenants upon occurrence of the Defeasance): (i) Borrower shall provide to Lender not less than 30 days' prior written notice specifying a Payment Date on which the Defeasance Deposit (hereinafter defined) is to be made (the date so specified may be referred to as the "DEFEASANCE ELECTION DATE"). (ii) Borrower shall pay to Lender on the Defeasance Election Date all interest accrued and unpaid on the outstanding principal amount of this Note to the Defeasance Election Date and the scheduled principal amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable under this Note, the Instrument and the other Loan Documents. (iii) Borrower shall irrevocably deposit with Lender an amount of U.S. Government Securities (hereinafter defined) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due dates of the payments owing hereunder, cash in an amount sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to Lender (the "CPA CERTIFICATE"), to pay and discharge the Scheduled Defeasance Payments (hereinafter defined). The securities so deposited, together with any interest or other increase from the issuer of the securities earned thereon and any replacements thereof, shall be referred to herein as the "DEFEASANCE DEPOSIT." (iv) Borrower shall cause the following to be delivered to Lender on or prior to the Defeasance Election Date, all in form and substance satisfactory to Lender in its reasonable discretion: (a) a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit (the "DEFEASANCE SECURITY AGREEMENT"); (b) the CPA Certificate; (c) 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 will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Defeasance had not occurred, and (iii) any holder, trustee or custodian of this Note which is a "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" within the meaning of Section 4.3 860D of the Code will not fail to maintain its status as such as a result of the Defeasance; (e) evidence in writing from the applicable rating agencies for any securitization transaction of which this Note is a part, to this 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 Instrument, the obligations hereunder and under the other Loan Documents with respect to the Securities of a seriesProperty shall no longer be applicable, the Company balance of each Subaccount shall be deemed disbursed to have been discharged Borrower and the Defeasance Deposit shall be the sole source of collateral securing this Note. Lender shall apply the Defeasance Deposit and the payments received therefrom to the payment of all scheduled principal and interest payments due on all successive payment dates under this Note after the Defeasance Election Date and the payment due on the maturity date specified in this Note (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from its the Defeasance Deposit shall be made directly to Lender and applied to satisfy the obligations of Borrower under this Note. C. If, after the Defeasance, Borrower will own any assets other than the Defeasance Deposit, Borrower shall establish or designate a single-purpose, bankruptcy-remote successor entity acceptable to Lender (the "SUCCESSOR BORROWER"), with respect to such Securities which a non-consolidation opinion satisfactory in form and substance to Lender and any coupons appertaining thereto 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 and the Defeasance Security Agreement, together with the pledged Defeasance Deposit. The Successor Borrower shall assume the obligations of Borrower under this Note and the Defeasance Security Agreement, and Borrower shall be relieved of its obligations hereunder and thereunder. Borrower shall pay not less than $1,000 to the Successor Borrower as consideration for assuming such Borrower obligations. D. As used herein, the term "U.S. GOVERNMENT SECURITIES" shall mean securities that are (i) direct obligations of the United States of America for the full and timely payment of which its full faith and credit is pledged or (ii) obligations of an entity controlled or supervised by and acting as an agency or instrumentality and guaranteed as a full faith and credit obligation which shall be fully and timely paid by the United States of America, which in either case are not callable or redeemable at the option of the issuer thereof (including a depository receipt issued by a bank (as defined in Section 3(a)(2) of the United States Securities Act)) as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt, provided that (except as specified belowrequired by law) on such custodian is not authorized to make any deduction from the date amount payable to the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders holder of such Securities and depository receipt from any coupons appertaining thereto to receive, solely from amount received by the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments custodian in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) securities or the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the specific payment of Additional Amounts, if any, payable with respect to principal of or interest on the securities evidenced by such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultdepository receipt.

Defeasance. Upon Notwithstanding anything to the Company's exercise of the contrary in this Indenture or any Indenture Supplement: (a) The Transferor[s] may at [its]/[their] option specified in Section 4.3 applicable to this Section be discharged from [its]/[their] obligations hereunder with respect to the Securities of any Series or all outstanding Series (each, a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below"Defeased Series") on the date the applicable conditions set forth in Section 4.6 11.04(c) are satisfied (hereinafter a "defeasanceDefeasance"). For this purpose; provided, such defeasance means however, that the Company shall be deemed following rights, obligations, powers, duties and immunities will survive with respect to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Notes of the Defeased Series to receive, solely from the trust funds described provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.711.04(c), payments in respect of the interest on and principal of, premium, if any, and interest, if any, on of such Securities and any coupons appertaining thereto Notes when such payments are due; (ii) the Company's [Transferor's]/[Transferors'] obligations with respect to such Securities Notes under Sections 3.4, 3.5, 3.6, 9.2 2.05 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.06; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Indenture Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Article 4. Section. (b) Subject to compliance with this Article 4Section 11.04(c), the Company Transferor[s] at [its]/[their] option may exercise its option under this Section notwithstanding the cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following conditions must be satisfied prior exercise of its option to any Defeasance under Section 4.5 11.04(a): (i) the Transferor[s] irrevocably [has]/[have] deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the [Transferor's]/[Transferors'] or any Affiliate of the [Transferor's]/[Transferors'] funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust in an amount sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount) all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Indenture and the related Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series. The Transferor[s] will make these amounts available in cash or Eligible Investments or a combination thereof. The Indenture Trustee will apply all such Securities amounts to pay and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.discharge the amounts specified above;

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Agreement or any Supplement: 125 (a) The Transferor may at its option be deemed to have been discharged from its obligations with respect to such Securities and all of the Investor Certificates issued by the Trust or any coupons appertaining thereto (except as specified below) Series thereof on the date the applicable conditions set forth in Section 4.6 12.5(c) are satisfied (hereinafter "defeasanceDefeasance"). For this purpose; PROVIDED, such defeasance means HOWEVER, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Securities and Investor Certificates of the Trust or any coupons appertaining thereto specified Series thereof to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.712.5(c), payments in respect of the principal of, premium, if any, of and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (iiB) the CompanyTransferor's obligations with respect to such Securities Series of Certificates under Sections 3.46.3, 3.5, 3.6, 9.2 6.4 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)12.3; (iiiC) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (ivD) this Article 4. Section 12.5. (b) Subject to compliance with this Article 4Section 12.5(c), the Company may exercise Transferor at its option may use Collections to purchase Eligible Investments rather than additional Receivables for transfer to the Trust until such time as no Receivables remain in the Trust. (c) The following shall be the conditions to Defeasance under Section 12.5(a): (1) the Transferor irrevocably shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below (A) Dollars in an amount, or (B) Eligible Investments which through the scheduled payment or principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or any specified Series thereof on the dates scheduled for such payments in this Section notwithstanding Agreement and the applicable Supplements and all amounts owed to the Enhancement Provider for any Series if so provided in the related Supplements or agreements with 126 such Enhancement Provider; (2) prior to its first exercise of its option under Section 4.5 right to substitute money or Eligible Investments for Receivables, the Transferor shall deliver to the Trustee (x) an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (y) a Tax Opinion with respect to such Securities deposit and termination; and (3) such deposit and termination of obligations will not result in an Early Amortization Event for any coupons appertaining theretoSeries. Following a defeasance, payment [End of such Securities may not be accelerated because of an Event of Default.Article XII]

Defeasance. Upon (a) Conditions to Defeasance. Provided no Event of Default has occurred and is continuing, at any time after the Company's exercise date which is the earlier of (A) two (2) years after the "startup day," within the meaning of Section 8600(a)(9) of the option specified Code, of the final "real estate mortgage investment conduit," established within the meaning of Section 860D of the Code, that holds any note that evidences all or any portion of the Loan or (B) three (3) years after the date hereof (the "Defeasance Lockout Expiration Date"), Borrower may cause the release of the Property (in Section 4.3 whole but not in part) from the Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (i) not less than sixty (60) days prior written notice shall be given to Lender specifying a date (the "Release Date") on which the Defeasance Collateral is to be delivered; (ii) all accrued and unpaid interest and all other sums due and payable under the Note and under the other Loan Documents up to the Release Date (together with, in the event such Release Date is not on a Monthly Payment Date, all interest that would have accrued on the Outstanding Principal Balance up to the next Monthly Payment Date), including, without limitation, all costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Release Date; and (iii) Borrower shall deliver to Lender on or prior to the Release Date: (A) an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Open Prepayment Date, and (2) in amounts equal to or greater than the Monthly Debt Service Payment Amount through and including the Open Prepayment Date together with payment in full of the Outstanding Principal Balance as of the Open Prepayment Date (the "Defeasance Collateral” ), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (B) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the "Defeasance Security Agreement"), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Lender and applied by Lender in satisfaction of all amounts then due and payable hereunder and any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrower hereunder or under the Note shall be refunded to Borrower promptly after each Monthly Payment Date; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section with respect to the Securities of a series, the Company shall be deemed to 2.4.2 have been discharged satisfied; (D) an opinion of counsel for Borrower in form and substance and delivered by counsel reasonably satisfactory to Lender in its sole discretion stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower (and Successor Borrower, as applicable) in accordance with its terms; and (2) that any REMIC Trust formed pursuant to a 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 such defeasance; (E) at Lender's request, a Rating Agency Confirmation from its obligations each applicable Rating Agency or each such Rating Agency as is required by Lender; (F) a certificate from a firm of independent public accountants acceptable to Lender certifying that the Defeasance Collateral is sufficient to satisfy the provisions of Section 2.4.2(a)(iii)(A) above; (G) such other certificates, documents or instruments as Lender may reasonably require; and (H) in connection with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth above in this Section 4.6 are satisfied (hereinafter "defeasance"2.4.2(a)(iii). For this purpose, such defeasance means that the Company shall be deemed to have paid Borrower hereby appoints Lender as its agent and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only attorney in fact for the purposes purpose of Section 4.7 and using the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified amounts delivered pursuant to Section 3.1(b)(18); (iii2.4.2(a)(iii)(A) above to purchase the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultDefeasance Collateral.

Defeasance. Upon (a) At any time after the Company's exercise date which is the earlier of (i) two years after the "startup day," within the meaning of Section 860G(a)(9) of the option specified 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 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 4.3 applicable 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 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 (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the Note was transferred to such REMIC not later than two years prior to the Release Date); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be maintained for the twelve full months commencing immediately after the Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by the Borrower pursuant to this Section 2.3(a) and then held as security for the Note for such period; and (H) If the defeasance is made after the Securitization, the Rating Agencies deliver a Rating Comfort Letter. (b) If, following the release of the subject Property(ies), less than all of the Properties shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price(s) of the Property(ies) to be released from the Lien of the Security Documents on such Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, the Borrower may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the type referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G). If any Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the payments provided for in this subsection (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 such Property. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9(A) of the Cash Management Procedures. (c) If, as a result of the release of the subject Property(ies), all of the Properties 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 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 aggregate outstanding principal balance of the Note and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to 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 Cash Management Procedures. (d) Upon compliance with the requirements of this Section 2.3, 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 Section 2.3 shall provide that upon such assignment the Defeasance Collateral will not be part of the estate of the Borrower under Section 541 of the United States Bankruptcy Code. The Lender shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by the Borrower, such Successor Entity shall assume the Borrower's obligations under the Note and the Defeasance Security Agreement, the Borrower shall be relieved of its obligations thereunder and the Debt of the Borrower shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, the Borrower shall also deliver or cause to be delivered a Substantive Consolidation Opinion with respect to the Securities Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of a seriesthis 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 Company shall be deemed to have been discharged from its obligations with respect to such Securities payments required under subsections (b) or (c), as the case may be, plus any costs and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed expenses incurred or to be "Outstanding" only for the purposes of Section 4.7 incurred in making such purchase and the other Sections of this Indenture referred to in clause (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 this Section, and to have satisfied all its other obligations under such Securities and America or any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense agency or instrumentality of the CompanyUnited 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 on Company Order execute proper instruments acknowledging mean, in respect of any fiscal period, the same), except the following which shall survive until otherwise terminated or discharged hereunder: ratio of (i) the rights of Holders of Net ----- Operating Income for such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect period of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; Properties remaining after a defeasance pursuant to this Section 2.3 to (ii) the Company's obligations difference between (x) Debt Service Expense for such period and (y) the payments to be received from or with respect to U.S. Obligations then held as security for the Note for such Securities under Sections 3.4period, 3.5including, 3.6without limitation, 9.2 and 9.3 and with respect U.S. Obligations purchased by the Borrower pursuant to the payment third sentence of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); subsection (iiib) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultabove.

Defeasance. Upon At any time prior to the Company's exercise first Payment Date that is three (3) months prior to the Maturity Date, the Borrowers may defease the Loan at any time, in whole or, from time to time, in part in accordance with the following provisions: (A) Lender shall have received from the Borrowers not less than thirty (30) days' prior written notice specifying the date proposed for such defeasance and the amount which is to be defeased, which proposed date shall be a Payment Date. (B) The Borrowers shall also pay to Lender all interest due through and including the last day of the option specified in Section 4.3 applicable to this Section Interest Accrual Period during which such defeasance is being made, together with respect any and all other amounts due and owing pursuant to the Securities 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 series, the Company shall be deemed to have been discharged from its obligations with respect to proposed defeasance will cure such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an 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. Upon Notwithstanding anything to the Company's exercise of the contrary in this Agreement or any Supplement: (a) The Transferors may at their option specified in Section 4.3 applicable to this Section be discharged from their obligations hereunder with respect to the Securities of any Series or all outstanding Series (each, a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below"Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 12.04(c) are satisfied (hereinafter a "defeasanceDefeasance") but only if Defeasance is explicitly available to such Series in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.04(c), payments in respect of the principal of, premium, if any, of and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Company's Transferors' obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section 12.04. (b) Subject to compliance with this Article 4subsection 12.04(c), the Company Transferors at their option may exercise cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Xxxxx'x, such deposit and termination of obligations would not be a defeasancefraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferors); 100 (iv) the Transferors shall have delivered to the Trustee an Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, payment based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Pay-Out Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Pay-Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of Default.such written notice to the Servicer and the Trustee. [END OF ARTICLE XII]

Defeasance. Upon the Company's exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Agreement or any Supplement: (a) The Transferor may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified belowthe "Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 12.04(c) are satisfied (hereinafter a "defeasanceDefeasance"). For this purpose; PROVIDED, such defeasance means HOWEVER, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.04(c), payments in respect of the principal of, premium, if any, of and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the CompanyTransferor's obligations with respect 88 to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section 12.04. (b) Subject to compliance with this Article 4subsection 12.04(c), the Company may exercise Transferor at its option may cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under subsection 12.04(a): (i) the Transferor irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Transferor's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Section notwithstanding Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferor) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its option under right pursuant to this Section 4.5 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferor shall have delivered to the Trustee an Opinion of Counsel to the effect that such Securities deposit and termination of obligations will not cause the Trust to be an association or publicly traded partnership taxable as a corporation, and (in any coupons appertaining thereto. Following case) an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferor's short-term deposit or long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Xxxxx'x, such deposit and termination of obligations would not be a defeasancefraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferor); (iv) the Transferor shall have delivered to the Trustee an Officer's Certificate of the Transferor stating the Transferor reasonably believes that such deposit and termination of obligations will not, payment based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Pay Out Event or Reinvestment Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Pay Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Transferor shall have delivered copies of Defaultsuch written notice to the Servicer and the Trustee.