Common use of Voluntary Defeasance of the Note Clause in Contracts

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) or a portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, a “Defeasance”); provided, that no Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender not less than thirty (30) days prior written notice (the “Defeasance Notice”) specifying a Payment Date (the “Defeasance Date”) on which a Defeasance Deposit (hereinafter defined) is to be made. (ii) Payment to Lender of all accrued and unpaid interest on the unpaid Principal of the Note to and including the Defeasance Date and the scheduled amortization payment due on such Defeasance Date. (iii) Payment to Lender of all other sums, not including scheduled interest or Principal payments, then due and payable under the Note and the other Loan Documents. (iv) Payment to Lender of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”). (v) Payment to Lender of all costs and expenses incurred by Lender in connection with such Defeasance, including reasonable attorneys’ fees. (vi) In the case of a Partial Defeasance, the execution and delivery by Borrower 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 the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) or a portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, a “Defeasance”); provided, that no Defeasance may occur (i) prior to the Start–-up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i1) Borrower will give Lender not less than thirty (30) days prior written notice (the “Defeasance Notice”) specifying a Payment Date (the “Defeasance Date”) on which a Defeasance Deposit (hereinafter defined) is to be made. (ii2) Payment to Lender of all accrued and unpaid interest on the unpaid Principal of the Note to and including the Defeasance Date and the scheduled amortization payment due on such Defeasance Date. (iii3) Payment to Lender of all other sums, not including scheduled interest or Principal payments, then due and payable under the Note and the other Loan Documents. (iv4) Payment to Lender of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”). (v5) Payment to Lender of all costs and expenses incurred by Lender in connection with such Defeasance, including reasonable attorneys’ fees. (vi6) In the case of a Partial Defeasance, the execution and delivery by Borrower 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 the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal Loan evidenced by the Note (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasancehereinafter, a “"Defeasance”"); provided, that no such Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Release Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender shall provide not less than thirty (30) days prior written notice (the “Defeasance Notice”) to Lender specifying a Payment Date (the “"Defeasance Date”") on which a the Defeasance Deposit (hereinafter defined) is to occur. Such notice shall indicate the principal amount of the Note to be madedefeased. (ii) Payment Borrower shall pay to Lender of all accrued and unpaid interest on the unpaid Principal principal balance of the Note to and but not including the Defeasance Date. If for any reason the Defeasance Date and is not a Payment Date, Borrower shall also pay interest that would have accrued on the scheduled amortization payment due on such Defeasance Note to but not including the next Payment Date. (iii) Payment Borrower shall pay to Lender of all other sums, not including scheduled interest or Principal principal payments, then due and payable under the Note Note, this Agreement, the Mortgages and the other Loan Documents. (iv) Payment to Lender No Event of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”)Default shall exist. (v) Payment Borrower shall pay to Lender of all costs and expenses incurred by Lender in connection with such the required Defeasance Deposit for the Defeasance, including reasonable attorneys’ fees. (vi) In the case event only a portion of a Partial the Loan evidenced by the Note is the subject of the Defeasance, the execution Borrower shall execute and delivery by Borrower of deliver 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 one note having a principal balance equal to the undefeased portion of the original Note (the “"Undefeased Note”"). The Defeased Note and Undefeased Note shall have identical terms identical to the terms of as the Note, except for the principal balance and a pro rata allocation of the Monthly Debt Service Payment Amountbalance. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance. (vii) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this provision of this Section 2.3.3 (the "Security Agreement"). (viii) Borrower shall deliver an opinion of counsel for Borrower in form satisfactory to Lender in its reasonable discretion stating, among other things, that (A) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and (B) said U.S. Obligations have been validly assigned to the REMIC Trust. (ix) Lender shall receive evidence in writing from the applicable Rating Agencies to the effect that such Defeasance will not result in a reduction, withdrawal or requalification of the ratings in effect immediately prior to such Defeasance for the Securities issued in connection with the Securitization which are then outstanding. (x) 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 satisfactory to Lender and the applicable Rating Agencies. (xi) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3 (a) have been satisfied. (xii) Borrower shall deliver a certificate from an independent certified public accountant certifying that the amounts of the U.S. Obligations comply with all of the requirements of this Agreement. (xiii) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request. (xiv) Borrower shall pay all reasonable costs and expenses of Lender incurred in the Defeasance, including any costs and expenses associated with a release of Lien as provided in Section 2.4 hereof and reasonable attorney's fees and expenses. (b) In connection with each Defeasance of all or any portion of the Note, 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 purchases, if made by Lender, shall be made by Lender on an arms-length basis at then prevailing market rates) which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date through and including the Optional Prepayment Date, in the case of a Defeasance for the entire outstanding principal balance of the Note, or the Defeased Note, in the case of a Defeasance for only a portion of the outstanding principal balance of the Loan, as applicable (including, on the Optional Prepayment Date, the outstanding principal balance of either the Note or the Defeased Note), and in amounts equal to the scheduled payments due on such dates under the Note or the Defeased Note, as applicable (the "Scheduled Defeasance Payments"). Borrower, pursuant to the Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the U.S. Obligations may be made directly to Lender and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicable. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.3(b) and satisfy Borrower's obligations under Sections 2.3 or 2.4 shall be remitted to Borrower. Any amounts received in respect of the U.S. Obligations in excess of the amounts necessary to make monthly payments pursuant to Section 2.2 shall be retained by Lender until payment in full of the Loan. Semi-annual payments in respect of U.S. Obligations shall be applied to payments under the Note or the Defeased Note, as applicable, as the same become due thereunder. (c) If requested by Borrower in connection with any Defeasance under this Section 2.3.3, NACC shall establish or designate a successor entity (the "Successor Borrower") and Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the pledged U.S. Obligations to such Successor Borrower. The obligation of NACC to establish or designate a Successor Borrower shall be retained by NACC notwithstanding the sale or transfer of this Agreement unless such obligation is specifically assumed by the transferee. Such Successor Borrower shall assume the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement and Borrower shall be relieved of its obligations thereunder. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note or the Defeased Note in accordance with this Section 2.3.3, but Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable attorneys' fees and expenses, incurred in connection therewith.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasancehereinafter, a “"Defeasance”"); provided, that no such Defeasance may occur (i) after the Conversion Date and prior to the Start–up Date, (ii) if an Event of Default Release Date and provided from time to time no Defeasance shall have occurred (unless such Event of Default will be cured by required from and after the Defeasance) and (iii) on any date other than a Payment Optional Prepayment Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender shall provide not less than thirty (30) days prior written notice (the “Defeasance Notice”) to Lender specifying a Payment Date (the “"Defeasance Date”") on which a the Defeasance Deposit (hereinafter defined) is to occur. Such notice shall indicate the Principal to be madedefeased. (ii) Payment Borrower shall pay to Lender of (A) all accrued and unpaid interest on the unpaid Principal of the Note to and including the Defeasance Date and the scheduled amortization payment due on such Defeasance Date. , (iiiB) Payment to Lender of all other sums, not including scheduled interest or Principal payments, then due and payable under the Note and the other Loan Documents, (c) the required Defeasance Deposit for such Defeasance, and (D) all reasonable costs and expenses of Lender incurred in the Defeasance, including any costs and expenses associated with a release of Lien as provided in Section 2.4 and reasonable attorney's fees and expenses. A voluntary Defeasance of the Loan by Borrower is required to be made on a Payment Date. If for any reason the Defeasance Date is not a Payment Date, Borrower shall also pay interest that would have accrued on the Note to but not including the next Payment Date. (iii) No Event of Default shall exist. (iv) Payment to Lender of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase If only a portion of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with unpaid Principal is the Defeasance (subject of the “Defeasance Deposit”). (v) Payment to Lender of all costs and expenses incurred by Lender in connection with such Defeasance, including reasonable attorneys’ fees. (vi) In the case of a Partial Defeasance, the execution Borrower shall execute and delivery by Borrower of deliver 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 Amountbalance. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance. (v) If a Subordinate Mortgage encumbers the Property at the time Borrower elects to defease the Loan as provided in this Section 2.3.3, the Defeasance Deposit that Borrower must provide shall be equal to the Defeasance Deposit multiplied by 1.25. In addition, if a Subordinate Mortgage encumbers the Property, the Defeasance will be permitted only if all of the Other Properties have a Debt Service Coverage Ratio of not less than the greater of (a) the Debt Service Coverage Ratio on the Conversion Date or (b) the Debt Service Coverage Ratio immediately before the Defeasance. The sum paid in excess of the Defeasance Deposit shall be used to defease the Other Loans. (vi) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this Section 2.3.3 (the "Security Agreement"). (vii) Borrower shall deliver (A) an opinion of counsel for Borrower in form satisfactory to Lender in its discretion stating, among other things, that without qualification, (1) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and (2) such U.S. Obligations have been validly assigned to the REMIC Trust, (B) if required by the applicable Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies, (C) an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3 (a) have been satisfied, (D) a certificate from an Independent certified public accountant certifying that the amounts of the U.S. Obligations comply with all of the requirements of this Section 2.3.3 of this Agreement, and (E) such other certificates, documents or instruments as Lender may reasonably request. (viii) Lender shall receive evidence in writing from the applicable Rating Agencies to the effect that such Defeasance will not result in a qualification, withdrawal or downgrading of the ratings in effect immediately prior to such Defeasance for the Securities then outstanding. (b) In connection with each Defeasance, 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 purchases, if made by Lender, shall be made by Lender on an arms-length basis at then prevailing market rates) which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date through and including the Optional Prepayment Date, for the entire unpaid Principal in the case of a total Defeasance, or for the principal amount of the Defeased Note, in the case of a Defeasance for only a portion of the unpaid Principal (including, on the Optional Prepayment Date, the unpaid Principal of either the Note or the Defeased Note), and in amounts equal to the scheduled payments of Principal and interest due on such dates under the Note, in the event of a total Defeasance, or the Defeased Note in the event of a partial Defeasance, as applicable (the "Scheduled Defeasance Payments"). Borrower, pursuant to the Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the U.S. Obligations be made directly to Lender and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicable. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.3.3(b) and to satisfy Borrower's obligations under Section 2.3 shall be remitted to Borrower. Any amounts received in respect of the U.S. Obligations in excess of the amounts necessary to make monthly payments pursuant to Section 2.2 shall be retained by Lender until payment in full of the Debt. Semiannual payments in respect of U.S. Obligations, if any, shall be applied to payments under the Note or the Defeased Note, as applicable, as the same become due thereunder. (c) If requested by Borrower in connection with any Defeasance under this Section 2.3.3, Lender shall establish or designate a successor entity (the "Successor Borrower") and Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the pledged U.S. Obligations, to such Successor Borrower. The obligation of Lender to establish or designate a Successor Borrower shall be retained by Lender notwithstanding the sale or transfer of this Agreement unless such obligation is specifically assumed by the transferee. Such Successor Borrower shall assume the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement, and Borrower shall be relieved of its obligations thereunder and Manager, Other Borrower, and Guarantor shall be released from their obligations hereunder and any other Loan Documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note or the Defeased Note in accordance with this Section 2.3.3, but Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable attorneys' fees and expenses, incurred in connection therewith. Notwithstanding anything in this Agreement to the contrary, if the Yield Maintenance Premium is due as a result of the acceleration of the Indebtedness after the occurrence of an Event of Default, Lender shall have the right to receive and collect the Yield Maintenance Premium but shall have no obligation to purchase U.S. Obligations or otherwise comply with this Section 2.3.3.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal and obtain the release of the entirety of the Property (a “Full Defeasance”) or defease a portion of the Principal and obtain a release of the Converting Property and/or the Spinners Properties (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, a “Defeasance”); provided, that no Defeasance may occur (i) prior to the Start–-up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i1) Borrower will give Lender not less than thirty (30) days prior written notice (the “Defeasance Notice”) specifying a Payment Date (the “Defeasance Date”) on which a Defeasance Deposit (hereinafter defined) is to be made. (ii2) Payment to Lender of all accrued and unpaid interest on the unpaid Principal of the Note to and including the Defeasance Date and the scheduled amortization payment due on such Defeasance Date. (iii3) Payment to Lender of all other sums, not including scheduled interest or Principal payments, then due and payable under the Note and the other Loan Documents. (iv4) Payment to Lender of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) reasonable third party out-of-pocket costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”). (v5) Payment to Lender of all reasonable third party out-of-pocket costs and expenses incurred by Lender in connection with such Defeasance, including reasonable attorneys’ fees. (vi6) In the case of a Partial Defeasance, the execution and delivery by Borrower 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 the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance.

Voluntary Defeasance of the Note. (a) Subject After the Optional Defeasance Date and subject to the terms and conditions set forth in this Section 2.3.32.3.2, Borrower may defease the entire amount all (but not less than all) of the Principal Loan evidenced by the Note with U.S. Government Securities (a “Full Defeasance”) or a portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, a “Defeasance”"DEFEASANCE"); provided, that no Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender shall provide not less than thirty (30) days days' prior written notice to Lender specifying the date (the “Defeasance Notice”) specifying a Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which a the Defeasance Deposit (hereinafter defined) is to be mademade and on which the Defeasance is to occur, as well as the anticipated outstanding principal balance of the Note as of the Defeasance Date. (ii) Payment Borrower shall pay to Lender of all accrued and unpaid interest on the unpaid Principal principal balance of the Note to and but not including the Defeasance Date (and if the scheduled amortization payment due Defeasance Date is not a Payment Date, the Defeasance Deposit shall take into account the interest that would have accrued on such Defeasance the Note to but not including the next Payment Date). (iii) Payment Borrower shall pay to Lender of all other sums, not including scheduled interest or Principal principal payments, then due and payable under the Note Note, this Agreement, each Mortgage and the other Loan Documents. (iv) Payment to Lender No Event of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with Default shall exist on the Defeasance (the “Defeasance Deposit”)Date. (v) Payment Borrower shall pay to Lender the required Defeasance Deposit for the Defeasance. (vi) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender (in its reasonable judgment), creating a first priority lien on the Defeasance Deposit and the U.S. Government Securities purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.3.2 (the "SECURITY AGREEMENT"). (vii) Borrower shall deliver to Lender an opinion of counsel for Borrower in form and substance satisfactory to Lender in its sole discretion stating, among other things, that Lender has a perfected first priority security interest in the U.S. Government Securities purchased with the Defeasance Deposit. (viii) If a Securitization has occurred, Borrower shall deliver to Lender an opinion of counsel for Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies that the transfer of the Defeasance Deposit in exchange for a release of the Liens on the Mortgaged Properties (a) will not result in a deemed exchange of the Certificates pursuant to Section 1001 of the Code, (b) will not, by itself, adversely affect the status of the Certificates as indebtedness for federal income tax purposes and (c) will not adversely affect the status of the entity holding the Note 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 Defeasance Date); (ix) 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, if any, in form and substance satisfactory to Lender and the applicable Rating Agencies. (x) Borrower shall deliver to Lender an Officer's Certificate certifying that the requirements set forth in this Section 2.3.2 (a) have been satisfied. (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request. (xii) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the Defeasance, including any costs and expenses associated with the release of the Lien of each Mortgage as provided in Section 2.4 and reasonable attorneys' fees and expenses. (xiii) Borrower shall deliver to Lender a confirmation, in form and substance reasonably satisfactory to Lender, by a nationally recognized independent certified public accounting firm, that the Defeasance Deposit is sufficient to pay all Scheduled Defeasance Payments and other amounts required to be paid by Borrower hereunder in connection with the proposed Defeasance. (xiv) Borrower shall deliver to Lender a Ratings Confirmation with respect to such Defeasance. (b) In connection with the conditions set forth above in Section 2.3.2 (a) Lender shall use the Defeasance Deposit in accordance with Borrower's express instructions to purchase U.S. Government Securities which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date and in amounts equal to the Debt Service due on such dates under the Note (the "SCHEDULED DEFEASANCE PAYMENTS"), provided that for purposes of the foregoing, the principal portion of the Scheduled Defeasance Payment on the Anticipated Prepayment Date shall be deemed to include the entire scheduled outstanding principal of the Loan as of such Payment Date. Borrower, pursuant to the Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the U.S. Government Securities may be made directly to Lender and applied to satisfy the obligations of Borrower under the Note. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Government Securities required by this Section 2.3.2 and satisfy Borrower's obligations under Section 2.3 shall be remitted to Borrower. (c) Upon compliance with the requirements of this Section 2.3.2: (i) the pledged U.S. Government Securities shall be the sole source of collateral securing the Note; (ii) if requested by Borrower, Lender shall designate a successor entity (the "SUCCESSOR BORROWER") to which Borrower shall transfer and assign all obligations, rights and duties under and to the Note and the pledged U.S. Government Securities (and the obligation of the Lender named herein to designate a Successor Borrower shall be retained by such Person notwithstanding the sale or transfer of the Loan unless such obligation is specifically assumed by a transferee of the Loan). Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of all of its obligations thereunder and released from all of its obligations in respect of the Loan other than (i) Article IV of this Agreement, (ii) Sections 12.3 through 12.13 and 12.15 through 12.23 of this Agreement, (iii) the Environmental Indemnity and (iv) the Cooperation Agreement. Borrower shall pay One Thousand and No/100 Dollars ($1,000) to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Notwithstanding anything herein or in the Loan Documents that may be construed to the contrary, no other assumption fee shall be payable to the Successor Borrower upon or in consideration for its assumption of the Note and the Security Agreement in accordance with this Section 2.3.2.(c), but Borrower shall pay all out-of-pocket costs and expenses incurred by Lender Lender, including Lender's reasonable attorneys' fees and expenses, incurred in connection with such Defeasance, including reasonable attorneys’ feestherewith. (vi) In the case of a Partial Defeasance, the execution and delivery by Borrower 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 the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal Loan evidenced by the Note (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasancehereinafter, a “"Defeasance”"); provided, that no such Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Release Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender shall provide not less than thirty (30) days prior written notice (the “Defeasance Notice”) to Lender specifying a Payment Date (the “"Defeasance Date”") on which a the Defeasance Deposit (hereinafter defined) is to occur. Such notice shall indicate the principal amount of the Note to be madedefeased. (ii) Payment Borrower shall pay to Lender of all accrued and unpaid interest on the unpaid Principal principal balance of the Note to and but not including the Defeasance Date. If for any reason the Defeasance Date and is not a Payment Date, Borrower shall also pay interest that would have accrued on the scheduled amortization payment due on such Defeasance Date. (iii) Payment Note to Lender of all other sums, but not including scheduled interest or Principal payments, then due and payable under the Note and the other Loan Documentsnext Payment Date. (iv) Payment to Lender No Event of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”)Default shall exist. (v) Payment Borrower shall pay to Lender of all costs and expenses incurred by Lender in connection with such the required Defeasance Deposit for the Defeasance, including reasonable attorneys’ fees. (vi) In the case event only a portion of a Partial the Loan evidenced by the Note is the subject of the Defeasance, the execution Borrower shall execute and delivery by Borrower of deliver 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 one note having a principal balance equal to the undefeased portion of the original Note (the “"Undefeased Note”"). The Defeased Note and Undefeased Note shall have identical terms identical to the terms of as the Note, except for the principal balance and a pro rata allocation of the Monthly Debt Service Payment Amountbalance. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance. (vii) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this provision of this Section 2.3.3 (the "Security Agreement"). (viii) Borrower shall deliver an opinion of counsel for Borrower in form reasonably satisfactory to Lender stating, among other things, that (A) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and (B) said U.S. Obligations have been validly assigned to the REMIC Trust. (ix) Lender shall receive evidence in writing from the applicable Rating Agencies to the effect that such Defeasance will not result in a reduction, withdrawal or requalification of the ratings in effect immediately prior to such Defeasance for the Securities issued in connection with the Securitization which are then outstanding. (x) 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 satisfactory to Lender and the applicable Rating Agencies. (xi) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3 (a) have been satisfied. (xii) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request. (xiii) Borrower shall pay all reasonable costs and expenses of Lender incurred in the Defeasance, including any costs and expenses associated with a release of Lien as provided in Section 2.4 hereof and reasonable attorney's fees and expenses. (b) In connection with each Defeasance of all or any portion of the Note, 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 purchases, if made by Lender, shall be made by Lender on an arms-length basis at then prevailing market rates) which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date, in the case of a Defeasance for the entire outstanding principal balance of the Note, or the Defeased Note, in the case of a Defeasance for only a portion of the outstanding principal balance of the Loan, as applicable (including, on the Optional Prepayment Date, the outstanding principal balance of either the Note or the Defeased Note), and in amounts equal to the scheduled payments due on such dates under the Note or the Defeased Note, as applicable (the "Scheduled Defeasance Payments"). Borrower, pursuant to the Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the U.S. Obligations may be made directly to Lender and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicable. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.3(a) and satisfy Borrower's obligations under Sections 2.3 or 2.4 shall be remitted promptly to Borrower. Any amounts received in respect of the U.S. Obligations in excess of the amounts necessary to make monthly payments pursuant to Section 2.2 shall be remitted promptly to Borrower. Semi-annual payments in respect of U.S. Obligations shall be applied to payments under the Note or the Defeased Note, as applicable, as the same become due thereunder. (c) CCA shall establish or designate a successor entity (the "Successor Borrower") and Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the pledged U.S.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower Borrowers may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal Loan evidenced by the Note (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasancehereinafter, a “"Defeasance”"); provided, that no such Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Release Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender Borrowers shall provide not less than thirty (30) days prior written notice (the “Defeasance Notice”) to Lender specifying a Payment Date (the “"Defeasance Date”") on which a the Defeasance Deposit (hereinafter defined) is to occur. Such notice shall indicate the principal amount of the Note to be madedefeased. (ii) Payment Borrowers shall pay to Lender of all accrued and unpaid interest on the unpaid Principal principal balance of the Note to and but not including the Defeasance Date. If for any reason the Defeasance Date and is not a Payment Date, Borrowers shall also pay interest that would have accrued on the scheduled amortization payment due on such Defeasance Note to but not including the next Payment Date. (iii) Payment Borrowers shall pay to Lender of all other sums, not including scheduled interest or Principal principal payments, then due and payable under the Note Note, this Agreement, the Mortgages and the other Loan Documents. (iv) Payment to Lender No Event of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”)Default shall exist. (v) Payment Borrowers shall pay to Lender of all costs and expenses incurred by Lender in connection with such the required Defeasance Deposit for the Defeasance, including reasonable attorneys’ fees. (vi) In the case event only a portion of a Partial the Loan evidenced by the Note is the subject of the Defeasance, the execution Borrowers shall execute and delivery by Borrower of deliver 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 one note having a principal balance equal to the undefeased portion of the original Note (the “"Undefeased Note”"). The Defeased Note and Undefeased Note shall have identical terms identical to the terms of as 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 which Monthly Debt Service Amount shall be calculated by allocating the other Loan Documents Monthly Debt Service Payment Amount under the original Note to the term “Note” shall mean Defeased Note and be deemed Undefeased Note in proportion to refer to the Undefeased Note, unless expressly provided to the contrary.) their respective principal balances. A Defeased Note cannot be the subject of any further Defeasance. (vii) Borrowers shall execute and deliver 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 with the Defeasance Deposit in accordance with this provision of this Section 2.3.3 (the "Security Agreement"). (viii) Borrowers shall deliver an opinion of counsel for Borrowers in form satisfactory to Lender in its reasonable discretion stating, among other things, that (A) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrowers and (B) said U.S. Obligations have been validly assigned to the REMIC Trust. (ix) The Rating Agencies shall have confirmed in writing that the forms of the items to be delivered to Lender on the date proposed for defeasance comply with the requirements of this Section 2.3.3(a) (x) Borrowers shall deliver an Officer's Certificate certifying that the requirements set forth in clauses (vi), (vii) and (viii) of this Section 2.3.3(a) have been satisfied. (xi) Borrowers shall deliver such other certificates, documents or instruments as Lender may reasonably request. (xii) Borrowers shall pay all reasonable costs and expenses of Lender incurred in the Defeasance, including any costs and expenses associated with a release of Lien as provided in Section 2.4 hereof and reasonable attorney's fees and expenses. (xiii) In the event Borrowers desire to allocate all or any portion of the Defeasance Deposit to reduce the Allocated Loan Amount of one or more specific Properties in a manner other than pro rata among all Properties, Borrowers shall include in the notice required to be given pursuant to clause (i) of this Section a statement designating the manner of allocating the Defeasance Deposit among the Properties. (b) In connection with each Defeasance of all or any portion of the Note, each 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 purchases, if made by Lender, shall be made by Lender on an arms-length basis at then prevailing market rates) which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date through and including the Optional Prepayment Date, in the case of a Defeasance for the entire outstanding principal balance of the Note, or the Defeased Note, in the case of a Defeasance for only a portion of the outstanding principal balance of the Note, as applicable (including, on the Optional Prepayment Date, the outstanding principal balance of either the Note or the Defeased Note), and in amounts equal to the scheduled payments of principal and interest due on such dates under the Note or the Defeased Note, as applicable (the "Scheduled Defeasance Payments"). Borrowers, pursuant to the Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the U.S. Obligations may be made directly to Lender and applied to satisfy the obligations of Borrowers under the Note or the Defeased Note, as applicable. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.3(b) and satisfy Borrowers' obligations under Sections 2.3 or 2.4 shall be remitted to Borrowers. Any amounts received in respect of the U.S. Obligations in excess of the amounts necessary to make monthly payments pursuant to Section 2.2 shall be retained by Lender and shall be held for application to the next such monthly payments, and shall not be paid to Borrowers until payment in full of the Debt. Semi-annual payments in respect of U.S. Obligations shall be applied to payments under the Note or the Defeased Note, as applicable, as the same become due thereunder. (c) If requested by Borrowers in connection with any Defeasance under this Section 2.3.3, NACC shall establish or designate a successor entity (the "Successor Borrower") and Borrowers shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the pledged U.S. Obligations to such Successor Borrower. The obligation of NACC to establish or designate a Successor Borrower shall be retained by NACC notwithstanding the sale or transfer of this Agreement unless such obligation is specifically assumed by the transferee. Such Successor Borrower shall assume the obligations under the Loan Documents relating to the principal amount so defeased, including, without limitation, the pledged U.S. Obligations and the Security Agreement, and Borrowers shall be relieved of their obligations thereunder. Borrowers shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note or the Defeased Note in accordance with this Section 2.3.3, but Borrowers shall pay all costs and expenses incurred by Lender, including Lender's reasonable attorneys' fees and expenses, incurred in connection therewith. Section II.4 Except as set forth in this Section 2.4, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Mortgages on the Properties.

Voluntary Defeasance of the Note. (a) Subject On or after the Optional Defeasance Date (defined below) subject to the terms and conditions set forth in this Section 2.3.33.2, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal Loan evidenced by the Note (a “Partial "Defeasance”") with ---------- Defeasance Collateral (any such Full Defeasance or Partial Defeasance, a “Defeasance”defined below); provided, provided that no Defeasance may occur (i) prior to a partial defeasance of the Start–up Date, (ii) if an Event Note shall be permitted only in connection with the release of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Dateone or more Properties in accordance with Section 4. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i1) Borrower will give Lender shall provide not less than thirty (30) days days' prior written notice to Lender specifying the date (the “"Defeasance Notice”) specifying a Payment Date (the “Defeasance ---------- Date”") on which a the Defeasance Deposit (hereinafter defined) Collateral is to be madedelivered and ---- on which the Defeasance is to occur, as well as the anticipated outstanding principal balance of the Note as of the Defeasance Date. (ii2) Payment Borrower shall pay to Lender of all accrued and unpaid interest on the unpaid Principal principal balance of the Note to and but not including the Defeasance Date (and if the scheduled amortization payment due Defeasance Date is not a Payment Date, the Defeasance Collateral shall take into account the interest that would have accrued on such Defeasance the Note to but not including the next Payment Date). (iii3) Payment Borrower shall pay to Lender of all other sums, not including scheduled interest or Principal principal payments, then due and payable under the Note and the other Loan Documents. (iv4) Payment No Event of Default shall exist on the Defeasance Date, except in the event of (A) a Defeasance of the entire outstanding principal balance of the Note prior to the Maturity Date or (B) an for an Event of Default relating solely to a Property that will be released from the lien of the Security Instrument thereon pursuant to Section 4 hereof in connection with such Defeasance. (5) Borrower shall deliver to Lender on the Defeasance Date the required Defeasance Collateral for the Defeasance, which Lender shall hold as security for the defeased portion of the Loan in accordance with the terms of this Agreement. (6) Borrower shall execute and deliver one or more security agreements, in form and substance satisfactory to Lender (in its reasonable judgment), creating a first priority lien on the Defeasance Collateral in accordance with the provisions of this Section 3.2 (the "Security Agreement"). ------------------ (7) Borrower shall deliver to Lender an amount equal opinion of counsel for Borrower in form and substance satisfactory to Lender (in its reasonable discretion) stating, among other things, that Lender has a perfected first priority security interest in the Defeasance Collateral. (8) If a Securitization has occurred, Borrower shall deliver to Lender an opinion of counsel for Borrower in form and substance satisfactory to Lender (in its reasonable discretion) and the applicable Rating Agency (in their sole discretion) that the transfer of the Defeasance Collateral in exchange for a release of the Lien on the Property or Properties securing the Note does not constitute a "significant modification" of the Loan under Section 1001 of the Code or cause the REMIC Trust to fail to qualify as a REMIC or otherwise cause a tax to be imposed on the REMIC Trust and that such transfer will not adversely affect the continued availability of any exemption relied upon in connection with the securitization from the prohibited transaction rules of ERISA and section 4975 of the Code. (9) Borrower shall deliver or cause to be delivered a nonconsolidation opinion with respect to the sum of Successor Borrower (xdefined below), if any, in form and substance reasonably satisfactory to Lender and satisfactory to the applicable Rating Agency in their sole discretion. (10) Borrower shall deliver to Lender an amount sufficient to purchase U.S. Obligations which provide payments Officer's Certificate certifying that will meet the Scheduled Defeasance Paymentsrequirements set forth in this Section 3.2 have been satisfied. (11) Borrower shall deliver such other certificates, (y) costs and expenses incurred documents or to be incurred instruments as Lender may reasonably request in connection with the purchase satisfaction of the U.S. Obligations terms and conditions of this Section 3.2. (z12) any Borrower shall pay all revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (transfer of the “Defeasance Deposit”)Note, the creation of one or more Defeased Notes and Undefeased Notes, the transfer of one or more Defeased Notes or Undefeased Notes, or otherwise required to accomplish the Defeasance, together with all reasonable costs and expenses of Lender incurred in connection with the Defeasance, including any costs and expenses associated with the release of one or more Liens as provided in Section 4 hereof and reasonable attorneys' fees and expenses. (v13) Payment Borrower shall deliver to Lender of a confirmation, in form and substance reasonably satisfactory to Lender, by a "Big Five" independent certified public accounting firm selected by Borrower, that the Defeasance Collateral shall generate monthly amounts sufficient to pay all costs Scheduled Defeasance Payments (defined below) and expenses incurred other amounts required to be paid by Lender the Borrower hereunder in connection with such the proposed Defeasance, including reasonable attorneys’ fees. (vi14) Borrower shall deliver to Lender a Rating Confirmation (defined below) with respect to such Defeasance. (15) In the case event only a portion of a Partial Defeasancethe Loan evidenced by the Note is the subject of the Defeasance in connection with the release of any Lien of any Security Instrument on one or more Properties in accordance with the terms of Section 4 below (including, without, limitation, delivery of Defeasance Collateral sufficient to defease such Property or Properties based on the execution Release Amount of 125% of the Allocated Loan Amount for such Property or Properties) Borrower shall execute and delivery by Borrower of deliver all necessary documents to amend and restate the such Note and issue two substitute notes, notes for each Note: one note having a principal balance equal to the defeased portion of the original Note (the “"Defeased Note”") ------------- and the other one note having a principal balance equal to the undefeased portion of the original Note (the “"Undefeased Note”"). The --------------- Defeased Note and the Undefeased Note shall have identical terms identical to as the terms original of each Note (and the NoteDefeased Note or Defeased Notes and the Undefeased Note or Undefeased Notes shall be cross- defaulted with each other), except for the principal balance and a pro rata allocation of the Monthly Debt Service Payment Amountbalance. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) 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 clause (xv) (the term "Note", as used above in this clause (xv) for these purposes, being deemed to refer to the Undefeased Note that is the subject of further defeasance) and the other provisions of this Section 3.2; provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 4 are satisfied. (b) The Defeasance Collateral shall generate payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date (including the Maturity Date) including the outstanding principal balance of either the Loan or the Defeased Note or Defeased Notes on the Maturity Date, and in amounts equal to the Debt Service due on such dates under the Note or Notes or Defeased Note or Defeased Notes, as applicable (the "Scheduled --------- Defeasance Payments"). Each of the obligations of the United States of America ------------------- that is part of 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 wholly satisfactory to Lender (including, without limitation, such instruments as may be 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. Borrower, pursuant to the Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the Defeasance Collateral shall be made directly to Lender and applied to satisfy the obligations of Borrower under the Note or Notes or Defeased Note or Defeased Notes, as applicable. (c) Upon compliance with the requirements of this Section 3.2, Lender shall designate a successor entity (other than Lender or an affiliate of Borrower) (the "Successor Borrower") to which Borrower shall transfer and assign ------------------ all obligations, rights and duties under and to the Note or Notes or, with respect to the portion of the Note subject to such Defeasance, the Defeased Note, with respect to the together with the pledged Defeasance Collateral (and the obligation of the Lender named herein to designate a Successor Borrower shall be retained by such Person notwithstanding the sale or transfer of the Loan unless such obligation is specifically assumed by a transferee of the Loan). The Successor Borrower shall assume the obligations under the Note or Notes or, as applicable, the Defeased Note and the Security Agreement. The Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note or Notes or, as applicable, the Defeased Note and the Security Agreement. Notwithstanding anything herein or in the Loan Documents that may be construed to the contrary, no other assumption fee shall be payable to the Successor Borrower upon or in consideration for its assumption of the Note or Notes or, as applicable, the Defeased Note and the Security Agreement in accordance with this a Defeasance hereunder, but Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by Lender, including Lender's reasonable attorneys' fees and expenses, incurred in connection therewith.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasancehereinafter, a “"Defeasance”"); provided, that no such Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by Release Date or from and after the Defeasance) and (iii) on any date other than a Payment Optional Prepayment Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender shall provide not less than thirty (30) 30 days prior written notice (the “Defeasance Notice”) to Lender specifying a Payment Date (the “"Defeasance Date”") on which a the Defeasance Deposit (hereinafter defined) is to occur. Such notice shall indicate the Principal to be madedefeased. (ii) Payment Borrower shall pay to Lender of (A) all accrued and unpaid interest on the unpaid Principal of the Note to and but not including the Defeasance Date and the scheduled amortization payment due on such Defeasance Date. , (iiiB) Payment to Lender of all other sums, not including scheduled interest or Principal payments, then due and payable under the Note and the other Loan Documents, (C) the required Defeasance Deposit for such Defeasance, and (D) all reasonable costs and expenses of Lender incurred in the Defeasance, including any costs and expenses associated with a release of Lien as provided in Section 2.4 and reasonable attorney's fees and expenses. If for any reason the Defeasance Date is not a Payment Date, Borrower shall also pay interest that would have accrued on the Note to but not including the next Payment Date. (iii) No Event of Default shall exist. (iv) Payment to Lender of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase If only a portion of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with unpaid Principal is the Defeasance (subject of the “Defeasance Deposit”). (v) Payment to Lender of all costs and expenses incurred by Lender in connection with such Defeasance, including reasonable attorneys’ fees. (vi) In the case of a Partial Defeasance, the execution Borrower shall execute and delivery by Borrower of deliver 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”)") and the original Note shall be returned to Borrower. 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 balance, the Monthly Debt Service Payment AmountAmount (which amount will be prorated with the relative principal amounts) and the collateral referred to in such notes. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance. (v) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this Section 2.3.3 (the "Security Agreement"). (vi) Borrower shall deliver (A) an opinion of counsel for Borrower in form satisfactory to Lender in its sole discretion stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and (2) such U.S. Obligations have been validly assigned to the REMIC Trust, (B) if required by the applicable Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies, (C) an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3 (a) have been satisfied, (D) a certificate from an independent certified public accountant certifying that the amounts of the U.S. Obligations comply with all of the requirements of this Agreement, and (E) such other certificates, documents or instruments as Lender may reasonably request. (vii) Lender shall receive evidence in writing from the applicable Rating Agencies to the effect that such Defeasance will not result in a qualification, withdrawal or downgrading of the ratings in effect immediately prior to such Defeasance for the Securities then outstanding. (b) In connection with each Defeasance, 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 purchases, if made by Lender, shall be made by Lender on an arms-length basis at then prevailing market rates) which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date through and including the Optional Prepayment Date, for the entire unpaid Principal in the case of a Defeasance, or for the principal amount of the Defeased Note, in the case of a Defeasance for only a portion of the unpaid Principal (including, on the Optional Prepayment Date, the unpaid Principal of either the Note or the Defeased Note), and in amounts equal to the scheduled payments due on such dates under the Note or the Defeased Note, as applicable (the "Scheduled Defeasance Payments"). Borrower, pursuant to the Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the U.S. Obligations be made directly to Lender and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicable. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.3.3(b) and satisfy Borrower's obligations under Section 2.3 shall be remitted to Borrower. Any amounts received in respect of the U.S. Obligations in excess of the amounts necessary to make monthly payments pursuant to Section 2.2 shall be retained by Lender until payment in full of the Debt, at which time, the same shall be remitted to Borrower. Semi-annual payments in respect of U.S. Obligations shall be applied to payments under the Note or the Defeased Note, as applicable, as the same become due thereunder. (c) If requested by Borrower in connection with any Defeasance under this Section 2.3.3, NACC shall establish or designate a successor entity (the "Successor Borrower") and Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the pledged U.S. Obligations, to such Successor Borrower. The obligation of NACC to establish or designate a Successor Borrower shall be retained by NACC notwithstanding the sale or transfer of this Agreement unless such obligation is specifically assumed by the transferee. Such Successor Borrower shall assume the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement, and Borrower shall be relieved of its obligations thereunder. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note or the Defeased Note in accordance with this Section 2.3.3, but Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable attorneys' fees and expenses, incurred in connection therewith.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal Loan evidenced by the Note (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasancehereinafter, a “"Defeasance”"); provided, that no such Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by Release Date or after the Defeasance) and (iii) on any date other than a third Payment Date prior to the Optional Prepayment Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender shall provide not less than thirty (30) days prior written notice (the “Defeasance Notice”) to Lender specifying a Payment Date (the “"Defeasance Date”") on which a the Defeasance Deposit (hereinafter defined) is to occur. Such notice shall indicate the principal amount of the Note to be madedefeased. (ii) Payment Borrower shall pay to Lender of all accrued and unpaid interest on the unpaid Principal principal balance of the Note to and but not including the Defeasance Date. If for any reason the Defeasance Date and is not a Payment Date, Borrower shall also pay interest that would have accrued on the scheduled amortization payment due on such Defeasance Note to but not including the next Payment Date. (iii) Payment Borrower shall pay to Lender of all other sums, not including scheduled interest or Principal principal payments, then due and payable under the Note Note, this Agreement, the Mortgages and the other Loan Documents. (iv) Payment to Lender No Event of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”)Default shall exist. (v) Payment Borrower shall pay to Lender of all costs and expenses incurred the required Defeasance Deposit for the Defeasance. made by Lender on an arms-length basis at then prevailing market rates) which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date through and including the Optional Prepayment Date, in connection with such Defeasance, including reasonable attorneys’ fees. (vi) In the case of a Partial Defeasance, Defeasance for the execution and delivery by Borrower of all necessary documents to amend and restate the Note and issue two substitute notes, one having a entire outstanding 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 or the Defeased Note, in the case of a Defeasance for only a portion of the outstanding principal balance and a pro rata allocation of the Monthly Debt Service Payment Amount. Loan, as applicable (After a Partial Defeasanceincluding, all references hereunder on the Optional Prepayment Date, the outstanding principal balance of either the Note or the Defeased Note), and in the other Loan Documents amounts equal to the term “scheduled payments due on such dates under the Note or the Defeased Note” shall mean and be deemed to refer , as applicable (the "Scheduled Defeasance Payments"). Borrower, pursuant to the Undefeased Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the U.S. Obligations may be made directly to Lender and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, unless expressly provided as applicable. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the contraryU.S. Obligations required by this Section 2.3(b) and satisfy Borrower's obligations under Sections 2.3 or 2.4 shall be remitted to Borrower. Any amounts received in respect of the U.S. Obligations in excess of the amounts necessary to make monthly payments pursuant to Section 2.2 shall be retained by Lender until payment in full of the Loan. Semi-annual payments in respect of U.S. Obligations shall be applied to payments under the Note or the Defeased Note, as applicable, as the same become due thereunder.) A Defeased Note cannot be the subject of any further Defeasance.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) or a portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, a “Defeasance”); provided, that no Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender not less than thirty (30) days prior written notice (the “Defeasance Notice”) specifying a Payment Date (the “Defeasance Date”) on which a Defeasance Deposit (hereinafter defined) is to be made. (ii) Payment to Lender of all accrued and unpaid interest on the unpaid Principal of the Note to and including the Defeasance Date and the scheduled amortization payment due on such Defeasance Date. (iii) Payment to Lender of all other sums, not including scheduled interest or Principal payments, then due and payable under the Note and the other Loan Documents. (iv) Payment to Lender of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”). (v) Payment to Lender of all costs and expenses incurred by Lender in connection with such Defeasance, including reasonable attorneys’ fees. (vi) In the case of a Partial Defeasance, the execution and delivery by Borrower 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 the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasancehereinafter, a “Defeasance”"DEFEASANCE"); provided, that no such Defeasance may occur (i) after the Conversion Date and prior to the Start–up Date, (ii) if an Event of Default Release Date and provided from time to time no Defeasance shall have occurred (unless such Event of Default will be cured by required from and after the Defeasance) and (iii) on any date other than a Payment Optional Prepayment Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender shall provide not less than thirty (30) days prior written notice (the “Defeasance Notice”) to Lender specifying a Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which a the Defeasance Deposit (hereinafter defined) is to occur. Such notice shall indicate the Principal to be madedefeased. (ii) Payment Borrower shall pay to Lender of (A) all accrued and unpaid interest on the unpaid Principal of the Note to and including the Defeasance Date and the scheduled amortization payment due on such Defeasance Date. , (iiiB) Payment to Lender of all other sums, not including scheduled interest or Principal payments, then due and payable under the Note and the other Loan Documents, (c) the required Defeasance Deposit for such Defeasance, and (D) all reasonable costs and expenses of Lender incurred in the Defeasance, including any costs and expenses associated with a release of Lien as provided in Section 2.4 and reasonable attorney's fees and expenses. A voluntary Defeasance of the Loan by Borrower is required to be made on a Payment Date. If for any reason the Defeasance Date is not a Payment Date, Borrower shall also pay interest that would have accrued on the Note to but not including the next Payment Date. (iii) No Event of Default shall exist. (iv) Payment to Lender of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase If only a portion of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with unpaid Principal is the Defeasance (subject of the “Defeasance Deposit”). (v) Payment to Lender of all costs and expenses incurred by Lender in connection with such Defeasance, including reasonable attorneys’ fees. (vi) In the case of a Partial Defeasance, the execution Borrower shall execute and delivery by Borrower of deliver 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”"DEFEASED NOTE") and the other having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”"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 Amountbalance. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance. (v) If a Subordinate Mortgage encumbers the Property at the time Borrower elects to defease the Loan as provided in this Section 2.3.3, the Defeasance Deposit that Borrower must provide shall be equal to the Defeasance Deposit multiplied by 1.25. In addition, if a Subordinate Mortgage encumbers the Property, the Defeasance will be permitted only if all of the Other Properties have a Debt Service Coverage Ratio of not less than the greater of (a) the Debt Service Coverage Ratio on the Conversion Date or (b) the Debt Service Coverage Ratio immediately before the Defeasance. The sum paid in excess of the Defeasance Deposit shall be used to defease the Other Loans. (vi) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this Section 2.3.3 (the "SECURITY AGREEMENT"). (vii) Borrower shall deliver (A) an opinion of counsel for Borrower in form satisfactory to Lender in its discretion stating, among other things, that without qualification, (1) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and (2) such U.S. Obligations have been validly assigned to the REMIC Trust, (B) if required by the applicable Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies, (C) an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3 (a) have been satisfied, (D) a certificate from an Independent certified public accountant certifying that the amounts of the U.S. Obligations comply with all of the requirements of this Section 2.3.3 of this Agreement, and (E) such other certificates, documents or instruments as Lender may reasonably request. (viii) Lender shall receive evidence in writing from the applicable Rating Agencies to the effect that such Defeasance will not result in a qualification, withdrawal or downgrading of the ratings in effect immediately prior to such Defeasance for the Securities then outstanding. (b) In connection with each Defeasance, 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 purchases, if made by Lender, shall be made by Lender on an arms-length basis at then prevailing market rates) which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date through and including the Optional Prepayment Date, for the entire unpaid Principal in the case of a total Defeasance, or for the principal amount of the Defeased Note, in the case of a Defeasance for only a portion of the unpaid Principal (including, on the Optional Prepayment Date, the unpaid Principal of either the Note or the Defeased Note), and in amounts equal to the scheduled payments of Principal and interest due on such dates under the Note, in the event of a total Defeasance, or the Defeased Note in the event of a partial Defeasance, as applicable (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the U.S. Obligations be made directly to Lender and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicable. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.3.3(b) and to satisfy Borrower's obligations under Section 2.3 shall be remitted to Borrower. Any amounts received in respect of the U.S. Obligations in excess of the amounts necessary to make monthly payments pursuant to Section 2.2 shall be retained by Lender until payment in full of the Debt. Semiannual payments in respect of U.S. Obligations, if any, shall be applied to payments under the Note or the Defeased Note, as applicable, as the same become due thereunder. (c) If requested by Borrower in connection with any Defeasance under this Section 2.3.3, Lender shall establish or designate a successor entity (the "SUCCESSOR BORROWER") and Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the pledged U.S. Obligations, to such Successor Borrower. The obligation of Lender to establish or designate a Successor Borrower shall be retained by Lender notwithstanding the sale or transfer of this Agreement unless such obligation is specifically assumed by the transferee. Such Successor Borrower shall assume the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement, and Borrower shall be relieved of its obligations thereunder and Manager, Other Borrower, and Guarantor shall be released from their obligations hereunder and any other Loan Documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note or the Defeased Note in accordance with this Section 2.3.3, but Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable attorneys' fees and expenses, incurred in connection therewith. Notwithstanding anything in this Agreement to the contrary, if the Yield Maintenance Premium is due as a result of the acceleration of the Indebtedness after the occurrence of an Event of Default, Lender shall have the right to receive and collect the Yield Maintenance Premium but shall have no obligation to purchase U.S. Obligations or otherwise comply with this Section 2.3.3.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) or a portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, a “Defeasance”); provided, that no Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment DateDate unless otherwise permitted by Lender. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender not less than thirty (30) days prior written notice (the “Defeasance Notice”) specifying a Payment Date (the “Defeasance Date”) on which a Defeasance Deposit (hereinafter defined) is to be made. (ii) Payment to Lender of all accrued and unpaid interest on the unpaid Principal of the Note to and including the Defeasance Date and the scheduled amortization payment due on such Defeasance Date. (iii) Payment to Lender of all other sums, not including scheduled interest or Principal payments, then due and payable under the Note and the other Loan Documents. (iv) Payment to Lender of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) reasonable costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”). (v) Payment to Lender of all reasonable costs and expenses incurred by Lender in connection with such Defeasance, including reasonable attorneys’ fees. (vi) In the case of a Partial Defeasance, the execution and delivery by Borrower 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 the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal Loan evidenced by the Note (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasancehereinafter, a “Defeasance”"DEFEASANCE"); provided, that no such Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by Release Date or after the Defeasance) and (iii) on any date other than a third Payment Date prior to the Optional Prepayment Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender shall provide not less than thirty (30) days prior written notice (the “Defeasance Notice”) to Lender specifying a Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which a the Defeasance Deposit (hereinafter defined) is to occur. Such notice shall indicate the principal amount of the Note to be madedefeased. (ii) Payment Borrower shall pay to Lender of on or before the Defeasance Date all accrued and unpaid interest on the unpaid Principal principal balance of the Note to and but not including the Defeasance Date. If for any reason the Defeasance Date and is not a Payment Date, Borrower shall also pay interest that would have accrued on the scheduled amortization payment due on such Defeasance Note to but not including the next Payment Date. (iii) Payment Borrower shall pay to Lender of on or before the Defeasance Date all other sums, not including scheduled interest or Principal principal payments, then due and payable under the Note Note, this Agreement, the Mortgages and the other Loan Documents. (iv) Payment to Lender No Event of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”)Default shall exist. (v) Payment Borrower shall pay to Lender of all costs and expenses incurred by Lender in connection with such on or before the Defeasance Date the required Defeasance Deposit for the Defeasance, including reasonable attorneys’ fees. (vi) In the case event only a portion of a Partial the Loan evidenced by the Note is the subject of the Defeasance, the execution Borrower shall execute and delivery by Borrower of deliver 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”"DEFEASED NOTE") and the other one note having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”"UNDEFEASED NOTE"). The Defeased Note and Undefeased Note shall have identical terms identical to the terms of as the Note, except for the principal balance and a pro rata allocation of the Monthly Debt Service Payment Amountbalance. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance. (vii) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this provision of this Section 2.3.3 (the "SECURITY AGREEMENT"). (viii) Borrower shall deliver an opinion of counsel for Borrower in form satisfactory to Lender in its reasonable discretion stating, among other things, that (A) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and (B) said U.S. Obligations have been validly assigned to the REMIC Trust. (ix) Lender shall receive evidence in writing from the applicable Rating Agencies to the effect that such Defeasance will not result in a reduction, withdrawal or requalification of the ratings in effect immediately prior to such Defeasance for the Securities issued in connection with the Securitization which are then outstanding. (x) 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 satisfactory to Lender and the applicable Rating Agencies. (xi) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3 (a) have been satisfied. (xii) Borrower shall deliver a certificate from an independent certified public accountant certifying that the amounts of the U.S. Obligations comply with all of the requirements of this Agreement. (xiii) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request. (xiv) Borrower shall pay all reasonable costs and expenses of Lender incurred in the Defeasance, including any costs and expenses associated with a release of Lien as provided in Section 2.4 hereof and reasonable attorney's fees and expenses. (b) In connection with each Defeasance of all or any portion of the Note, 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 purchases, if made by Lender, shall be made by Lender on an arms-length basis at then prevailing market rates) which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date up to and including the third Payment Date prior to the Optional Prepayment Date, in the case of a Defeasance for the entire outstanding principal balance of the Note, or the Defeased Note, in the case of a Defeasance for only a portion of the outstanding principal balance of the Loan, as applicable (including, on the third Payment Date prior to the Optional Prepayment Date, the outstanding principal balance of either the Note or the Defeased Note), and in amounts equal to the scheduled payments due on such dates under the Note or the Defeased Note, as applicable (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the U.S. Obligations may be made directly to Lender and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicable. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.3(a) and satisfy Borrower's obligations under Sections 2.3 or 2.4 shall be remitted to Borrower. Any amounts received in respect of the U.S. Obligations in excess of the amounts necessary to make monthly payments pursuant to Section 2.2 shall be retained by Lender until payment in full of the Loan. Semi-annual payments in respect of U.S. Obligations shall be applied to payments under the Note or the Defeased Note, as applicable, as the same become due thereunder. (c) If requested by Borrower in connection with any Defeasance under this Section 2.3.3, NACC shall establish or designate a successor entity (the "SUCCESSOR BORROWER") and Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the pledged U.S. Obligations to such Successor Borrower. The obligation of NACC to establish or designate a Successor Borrower shall be retained by NACC notwithstanding the sale or transfer of this Agreement unless such obligation is specifically assumed by the transferee. Such Successor Borrower shall assume the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement and Borrower shall be relieved of its obligations thereunder. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note or the Defeased Note in accordance with this Section 2.3.3, but Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable attorneys' fees and expenses, incurred in connection therewith.

Voluntary Defeasance of the Note. (a) Subject to the terms and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal Loan evidenced by the Note (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasancehereinafter, a “"Defeasance”"); provided, that no such Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Release Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender shall provide not less than thirty (30) days prior written notice (the “Defeasance Notice”) to Lender specifying a Payment Date (the “"Defeasance Date”") on which a the Defeasance Deposit (hereinafter defined) is to occur. Such notice shall indicate the principal amount of the Note to be madedefeased. (ii) Payment Borrower shall pay to Lender of all accrued and unpaid interest on the unpaid Principal principal balance of the Note to and but not including the Defeasance Date. If for any reason the Defeasance Date and is not a Payment Date, Borrower shall also pay interest that would have accrued on the scheduled amortization payment due on such Defeasance Note to but not including the next Payment Date. (iii) Payment Borrower shall pay to Lender of all other sums, not including scheduled interest or Principal principal payments, then due and payable under the Note Note, this Agreement, the Mortgage and the other Loan Documents. (iv) Payment to Lender No Event of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the Defeasance (the “Defeasance Deposit”). (v) Payment to Lender of all costs and expenses incurred by Lender in connection with such Defeasance, including reasonable attorneys’ feesDefault shall exist. (vi) In the case event only a portion of a Partial the Loan evidenced by the Note is the subject of the Defeasance, the execution Borrower shall execute and delivery by Borrower of deliver 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 one note having a principal balance equal to the undefeased portion of the original Note (the “"Undefeased Note”"). The Defeased Note and Undefeased Note shall have identical terms identical to the terms of as the Note, except for the principal balance and a pro rata allocation of the Monthly Debt Service Payment Amountbalance. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance. (vii) Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this provision of this Section 2.3.3 (the "Security Agreement"). (viii) Borrower shall deliver an opinion of counsel for Borrower in form reasonably satisfactory to Lender stating, among other things, that (A) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and (B) said U.S. Obligations have been validly assigned to the REMIC Trust. (ix) Lender shall receive evidence in writing from the applicable Rating Agencies to the effect that such Defeasance will not result in a reduction, withdrawal or requalification of the ratings in effect immediately prior to such Defeasance for the Securities issued in connection with the Securitization which are then outstanding. (x) 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 satisfactory to Lender and the applicable Rating Agencies. (xi) Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3 (a) have been satisfied. (xii) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request. (xiii) Borrower shall pay all reasonable costs and expenses of Lender incurred in the Defeasance, including any costs and expenses associated with a release of Lien as provided in Section 2.4 hereof and reasonable attorney's fees and expenses. (b) In connection with each Defeasance of all or any portion of the Note, 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 purchases, if made by Lender, shall be made by Lender on an arms-length basis at then prevailing market rates) which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date, in the case of a Defeasance for the entire outstanding principal balance of the Note, or the Defeased Note, in the case of a Defeasance for only a portion of the outstanding principal balance of the Loan, as applicable (including, on the Optional Prepayment Date, the outstanding principal balance of either the Note or the Defeased Note), and in amounts equal to the scheduled payments due on such dates under the Note or the Defeased Note, as applicable (the "Scheduled Defeasance Payments"). Borrower, pursuant to the Security Agreement or other appropriate document, shall irrevocably authorize and direct that the payments received from the U.S. Obligations may be made directly to Lender and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicable. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.3(a) and satisfy Borrower's obligations under Sections 2.3 or 2.4 shall be remitted promptly to Borrower. Any amounts received in respect of the U.S. Obligations in excess of the amounts necessary to make monthly payments pursuant to Section 2.2 shall be remitted promptly to Borrower. Semi-annual payments in respect of U.S. Obligations shall be applied to payments under the Note or the Defeased Note, as applicable, as the same become due thereunder. (c) CCA shall establish or designate a successor entity (the "Successor Borrower") and Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the pledged U.S.

Voluntary Defeasance of the Note. (a) Subject to the terms -------------------------------- and conditions set forth in this Section 2.3.3, Borrower may defease the entire amount of the Principal (a “Full Defeasance”) all or a any portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasancehereinafter, a “Defeasance”"DEFEASANCE"); provided, that no such Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Release Date. Each Defeasance shall be subject, in each case, to the satisfaction of all of the following conditions precedent: (i) i Borrower will give Lender shall provide not less than thirty (30) days days' prior written notice (the “Defeasance Notice”) to Lender specifying a Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which a the Defeasance Deposit (hereinafter defined) is to occur. Such notice shall indicate the amount of Principal to be madedefeased (and, if such Defeasance involves the release of any Property pursuant to Section 2.4.2 hereof, such notice shall also identify such Property or Properties). (ii) Payment ii Borrower shall pay to Lender of (A) all accrued and unpaid interest on the unpaid Principal of the Note to and but not including the Defeasance Date and the scheduled amortization payment due on such Defeasance Date. , (iiiB) Payment to Lender of all other sums, not including scheduled interest or Principal payments, then due and payable under the Note and the other Loan Documents, (C) the required Defeasance Deposit for such Defeasance, and (D) all reasonable costs and expenses of Lender incurred in the Defeasance, including any costs and expenses associated with a release of Lien as provided in Section 2.4 and reasonable attorney's fees and expenses. If for any reason the Defeasance Date is not a Payment Date, Borrower shall also pay interest that would have accrued on the Note to but not including the next Payment Date. (iv) Payment to Lender iii Except in the case of an amount equal a Defeasance of the entire outstanding Principal balance of the Note, no Event of Default shall exist (unless such Event of Default relates solely to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred Property or Properties to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due released in connection with the Defeasance (the “Defeasance Deposit”a partial Defeasance). (v) Payment to Lender iv If only a portion of all costs and expenses incurred by Lender in connection with such the unpaid Principal is the subject of the Defeasance, including reasonable attorneys’ fees. (vi) In the case of a Partial Defeasance, the execution Borrower shall execute and delivery by Borrower of deliver 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”"DEFEASED NOTE") and the other having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”"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 Amountbalance. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to the term “Note” shall mean and be deemed to refer to the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance. (v Borrower shall execute and deliver a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this Section 2.3.3 (the "SECURITY AGREEMENT"). (vi Borrower shall deliver (A) an opinion of counsel for Borrower in form satisfactory to Lender in its sole discretion stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and (2) such U.S. Obligations have been validly assigned to the REMIC Trust, (B) if required by the applicable Rating Agencies, a non- consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies, (C) an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3 (a) have been satisfied, (D) a certificate from an independent certified public accountant certifying that the amounts of the U.S. Obligations comply with all of the requirements of this Agreement, and (E) such other certificates, documents or instruments as Lender may reasonably request. . (vii Lender shall receive evidence in writing from the applicable Rating Agencies to the effect that such Defeasance will not result in a qualification, withdrawal or downgrading of the ratings in effect immediately prior to such Defeasance for the Securities then outstanding.

Voluntary Defeasance of the Note. (a) Subject On or after the Optional Defeasance Date and subject to the terms and conditions set forth in this Section 2.3.32.3.2, Borrower may defease the entire amount all (but not less than all) of the Principal Loan evidenced by the Note with U.S. Government Securities (a “Full "Defeasance”) or "). Borrower's right to effect a portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, a “Defeasance”); provided, that no Defeasance may occur (i) prior to the Start–up Date, (ii) if an Event of Default shall have occurred (unless such Event of Default will be cured by the Defeasance) and (iii) on any date other than a Payment Date. Each Defeasance shall be subject, in each case, ---------- subject to the satisfaction of all of the following conditions precedent: (i) Borrower will give Lender shall provide not less than thirty (30) days days' prior written notice to Lender specifying the date (the “Defeasance Notice”) specifying a Payment Date (the “"Defeasance Date”") on --------------- which a the Defeasance Deposit (hereinafter defined) is to be mademade and on which the Defeasance is to occur, as well as the anticipated outstanding principal balance of the Note as of Defeasance Date. (ii) Payment Borrower shall pay to Lender of all accrued and unpaid interest on the unpaid Principal principal balance of the Note to and but not including the Defeasance Date (and if the scheduled amortization payment due Defeasance Date is not a Payment Date, the Defeasance Deposit shall take into account the interest that would have accrued on such Defeasance the Note to but not including the next Payment Date). (iii) Payment Borrower shall pay to Lender of all other sums, not including scheduled interest or Principal principal payments, then due and payable under the Note Note, this Agreement, the Mortgage and the other Loan Documents. (iv) Payment to Lender No Event of an amount equal to the sum of (x) an amount sufficient to purchase U.S. Obligations which provide payments that will meet the Scheduled Defeasance Payments, (y) costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations and (z) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with Default shall exist on the Defeasance Date or on the date that the written notice described in clause (the “Defeasance Deposit”)i) above is given. (v) Payment Borrower shall pay to Lender of all costs and expenses incurred by Lender in connection with such the required Defeasance Deposit for the Defeasance, including reasonable attorneys’ fees. (vi) In Borrower shall execute and deliver a security agreement (the "Security Agreement"), in form and substance satisfactory to Lender, ------------------ creating a first priority perfected security interest in favor of Lender in the Defeasance Deposit and the U.S. Government Securities purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.3.2 (together, the "Defeasance Collateral"). --------------------- (vii) Borrower shall deliver to Lender a release for the Mortgaged Property from the lien of the Mortgage (for execution by Lender) in form appropriate for the jurisdiction in which the Mortgaged Property is located. (viii) Borrower shall deliver to Lender an opinion of counsel for Borrower (which may be a customarily "reasoned" opinion in the case of clauses (i) and (iii)) in form and substance satisfactory to Lender that (i) the transfer of the Defeasance Collateral in exchange for the release of the Mortgaged Property will not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event of a Partial filing of a petition for relief under the United States Bankruptcy Code for or against Borrower, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to (A) Lender, if a Securitization has not yet occurred, or (B) the trustee for the benefit of the holders of the securities, if a Securitization has occurred, (iii) (A) Lender holds a first priority perfected security interest in the Defeasance Collateral, if a Securitization has not yet occurred, or (B) the trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of the holders of securities, if a Securitization has occurred, and (iv) if a Securitization has occurred, (A) such transfer will not result in a deemed exchange of the Certificates pursuant to Section 1001 of the Code, (B) such transfer will not, by itself, adversely affect the status of the Certificates as indebtedness for federal income tax purposes, and (C) such transfer will not adversely affect the status of the entity holding the Note 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 that two years prior to the Defeasance Date). (ix) Borrower shall deliver to Lender an Officer's Certificate certifying that the requirements set forth in this Section 2.3.2 (a) have been satisfied. (x) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request. (xi) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the Defeasance, including, if required by the execution and applicable Rating Agencies, reasonable legal expenses of Lender's counsel incurred in connection with the delivery by Borrower of all necessary documents to amend and restate the Note and issue two substitute notes, one having a principal balance equal non-consolidation opinion with respect to the defeased portion Successor Borrower, if any, in form and substance satisfactory (in light of such opinions then customarily delivered) to the applicable Rating Agencies and any reasonable costs and expenses associated with a release of the original Note (Mortgage or the “Defeased Note”) and the other having a principal balance equal to the undefeased portion lien 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 as provided in Section 2.4 hereof and reasonable attorneys' fees and expenses. (xii) Borrower shall deliver to Lender a confirmation, in form and substance reasonably satisfactory to Lender, by a "Big Six" independent certified public accounting firm, that the Defeasance Deposit is sufficient to pay all Scheduled Defeasance Payments in a timely manner as contemplated in this Section 2.3.2. (xiii) If the Securitization has occurred, Borrower shall deliver to Lender a Rating Confirmation from the applicable Rating Agencies with respect to the term “Note” proposed Defeasance. (b) In connection with the conditions set forth above in Section 2.3.2 (a) Lender shall mean use the Defeasance Deposit in accordance with Borrower's express instructions to purchase U.S. Government Securities which provide payments on or prior to, but as close as possible to, all successive Payment Dates after the Defeasance Date and be deemed to refer in amounts equal to the Undefeased NoteDebt Service due on such dates under the Note (the "Scheduled Defeasance Payments"), unless expressly provided to that ----------------------------- for purposes of the contrary.) A Defeased Note cannot be foregoing, the subject of any further Defeasance.principal portion of