Common use of Voluntary Defeasance Clause in Contracts

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Date to voluntarily defease all or any portion of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date to voluntarily defease all or any portion all, but other than in connection with a release of an Individual Property in accordance with the terms hereof, not a portion, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have identical terms identical to as the original Note, Note except that a for the principal balance. A Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations Defeasance Collateral purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations Defeasance Collateral and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations Defeasance Collateral delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver deliver, or cause to be delivered delivered, a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Approved Accountant certifying that the U.S. Obligations Defeasance Collateral purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all actual and reasonable costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the actual and reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each a Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations or, to the extent approved by the Rating Agencies in writing, other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “Defeasance Collateral”) which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, Note in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, Note (as applicable, ) (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or the Defeased Note, Note (as applicable, ) is prepaid paid in full on the Permitted Prepayment Date or any date thereafter prior to the Maturity Date (the “Scheduled Defeasance Payments”). Each of the U.S. Obligations or other securities that are 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 that would be satisfactory to a prudent institutional 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 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 authorize and direct that the payments received from the U.S. Obligations Defeasance Collateral may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, Note (as applicable). Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations Defeasance Collateral required by this Section 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then existexist (other than an Event of Default that will be cured by such defeasance in accordance with Section 2.5.2 hereof, and provided that Lxxxxx has not applied for the appointment of a receiver, declared the entire unpaid Debt to be immediately due and payable or commenced a foreclosure action), Borrower shall have the right at any time after the Permitted Release Defeasance Date to voluntarily defease all or any portion of the Loan Loan, or a portion thereof in connection with a release of one or more Individual Properties pursuant to Section 2.5.2 hereof, by and upon satisfaction of the following conditions (such event being a “Total Defeasance Event”” with respect to the defeasance of the entire Loan and a “Partial Defeasance Event” with respect to a defeasance of only a portion of the Loan in connection with the release of an Individual Property pursuant to Section 2.5.2 hereof): (i) Borrower shall provide not less than thirty fifteen (3015) (but not more than ninety (90)) days prior written notice to Lender specifying the Payment Date Business Day on which the defeasance will occur (with respect to a Total Defeasance Event such date being the “Total Defeasance Date” and with respect to a Partial Defeasance Event, such date being the “Partial Defeasance Date”), provided, however, that Borrower shall have the right to cancel such notice by providing Lender with notice of cancellation not less than five (5) on which Business Days prior to the scheduled Total Defeasance Event will occur Date or Partial Defeasance Date, as appliable, provided that Borrower shall pay all of Lender’s reasonable costs and the principal amount expenses incurred as a result of the Loan to be defeasedsuch cancellation; (ii) If the Defeasance Date is not a Payment Date, then Borrower shall pay to Lender all accrued and unpaid interest the Monthly Debt Service Payment Amount due on the principal balance of the Note to and including Payment Date next following the Defeasance Date (the “Post Defeasance Payment Date”); (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security InstrumentsInstrument, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only connection with a portion of the Loan is the subject of the Partial Defeasance Event, Borrower shall prepare cooperate and execute all necessary documents to modify this Agreement and to amend and restate the Note and issue two (2) substitute notes for (or, if there is more than one note prior to such Partial Defeasance Event, such number of notes required to split all such notes, and the Notesplitting of such notes shall be pro rata), one (1) note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Maturity Date (the “Defeased Note”) ), which Defeased Note shall set forth that portion of the Monthly Debt Service Payment Amount that shall be due thereunder on each Payment Date, and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”), which Undefeased Note shall set forth that portion of the Monthly Debt Service Payment Amount due thereunder on each Payment Date and which together with the Defeased Note(s) shall total the Monthly Debt Service Payment Amount due on each Payment Date. The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations Defeasance Collateral purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations Defeasance Collateral and all obligations, rights and duties under and to the Note (or the Defeased Note (Note, as applicable) to the Successor Borrower, that Lender Lxxxxx has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations Defeasance Collateral delivered by Borrower Bxxxxxxx and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) if a Securitization has occurred, (A) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, downgrading or withdrawal or qualification of the respective ratings in effect for the Securities immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If Event, and (B) 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 reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Approved Accountant certifying that the U.S. Obligations Defeasance Collateral purchased with the Defeasance Deposit generate generates monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably requestrequest which are necessary to effectuate the Defeasance Event; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a the release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Lxxxxx, Servicer and any trustee, including reasonable attorneys’ fees. Notwithstanding the foregoing or anything to the contrary in the Loan Documents, the defeasance fee charged by the Servicer, exclusive of its actual out-of-pocket expenses, shall not exceed an aggregate amount of (1) $10,000 with respect to each Partial Defeasance Event or (2) $25,000 with respect to any Total Defeasance Event. (b) In no event shall Lender have any obligation to notify Borrower that the Permitted Defeasance Date has occurred with respect to the Loan, except that Lender shall notify Borrower whether or not the Permitted Defeasance Date has occurred with respect to the Loan after receiving Borrower’s notice described in Section 2.4(a)(i) hereof; provided, however, that the failure of Lender to so notify Borrower shall not impose any liability upon Lender or grant Borrower any right to defease the Loan on or prior to the occurrence of the Permitted Defeasance Date. (c) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for retains the purpose right to direct the purchase of using the Defeasance Deposit to purchase U.S. Obligations (the “Defeasance Collateral”), subject to the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed, which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Post Defeasance Payment Date upon which interest and (if applicable) principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, Note (as applicable), and in amounts equal to or more than the scheduled payments due on such Payment Dates under this Agreement and the Note or the Defeased Note (including as applicable) (including, without limitation limitation, scheduled payments of principalprincipal (if any), interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or the Defeased Note, Note (as applicable, ) is prepaid repaid in full on the Permitted Par Prepayment Date (the “Scheduled Defeasance Payments”). Each of the U.S. Obligations that are part of the Defeasance Collateral shall be duly endorsed by the holder thereof as directed by Lxxxxx or accompanied by a written instrument of transfer in form and substance that would be satisfactory to a prudent institutional 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 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 authorize and direct that the payments received from the U.S. Obligations Defeasance Collateral may be made directly to the Lockbox Cash Management Account (unless otherwise directed by LenderLxxxxx) and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, Note (as applicable). Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations Defeasance Collateral required by this Section 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided that no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Date and prior to the Prepayment Release Date to voluntarily defease all or any portion of the Loan in full but not in part by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty fifteen (3015) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeasedshall occur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including accrued or scheduled interest or principal paymentspayments and otherwise without duplication of the payment required by clause 2.7.1(a)(ii) above, then due to Lender under the Note, this Agreement, the Security InstrumentsMortgage, and the other Loan Documents; (iv) Borrower shall deliver to Lender deposit the Defeasance Deposit applicable to Collateral into the Defeasance EventCollateral Account and otherwise comply with the provisions of Sections 2.7.2 and 2.7.3 hereof; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfiedIntentionally Deleted; (vi) Borrower shall execute and deliver to Lender a security agreement, Security Agreement in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on respect of the Defeasance Deposit Collateral Account and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”)Collateral; (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender acting reasonably stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties of Borrower under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, if any, that Lender has a perfected first priority security interest in the Defeasance Deposit Collateral and the U.S. Obligations delivered by Borrower Defeasance Collateral Account and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the The applicable Rating Agencies to the effect shall have confirmed in writing that such defeasance and release Defeasance Event will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion Nonconsolidation Opinion with respect to the Successor Borrower in form and substance that would be satisfactory to Lender a prudent lender acting reasonably and satisfactory to the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.7.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit Collateral will generate monthly amounts on or prior to each successive Payment Date equal to or greater than the Scheduled Defeasance PaymentsPayments due on the applicable Payment Dates; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Except to the extent included in the Defeasance Collateral, Borrower shall pay all out-of-pocket costs and expenses of Lender reasonably incurred in connection with the Defeasance Event, including, without limitation, (A) including any such costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 hereof, (B) Lender’s hereof as well as reasonable attorneys’ fees and expenses, (C) . Nothing herein contained shall require Borrower to employ the costs and expenses services of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due a commercial defeasance company in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ feesa Defeasance. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default -------------------- shall then exist, Borrower shall have the right at any time after the Permitted Release Date and prior to the Maturity Date to voluntarily defease all or any portion of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”"DEFEASANCE EVENT"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Monthly Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which the Defeasance Event will shall occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then payments due under the Note, this Agreement, the Security InstrumentsMortgage, and the other Loan DocumentsDocuments through and including the Defeasance Date; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Notenotes, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”"DEFEASED NOTE") and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”"UNDEFEASED NOTE"). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver (A) a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lenderLender, in its sole discretion, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “"SECURITY AGREEMENT") and (B) if the Junior Mortgage remains in effect at the time of such Defeasance Event, a junior security agreement in form and substance satisfactory to lender in its sole discretion, creating a second priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit, as security for the payment and performance of Borrower under the Guaranty of Payment (the "Junior Security Agreement”"); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender Lender in its sole discretion stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release Defeasance Event will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies, in their respective sole discretion; (ix) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant independent certified public accountant selected by Borrower and reasonably satisfactory to Lender certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) including any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 hereof, (B) Lender’s hereof as well as reasonable attorneys’ ' fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge ) and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, Note is prepaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”"SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under (i) the Note or the Defeased Note, as applicable, (ii) if Borrower's obligations under the Note or the Defeased Note, as applicable, have been satisfied, the Guaranty of Payment. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.4 and satisfy Borrower’s 's other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”"DEFEASANCE EVENT"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, PROVIDED, HOWEVER, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “"Security Agreement”"); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) If required pursuant to the applicable pooling and servicing agreement or by the Rating Agencies, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1SECTION 2.5.1 (aA) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 SECTION 2.6 hereof, (B) Lender’s reasonable attorneys’ ' fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ ' fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Anticipated Repayment Date (the “Scheduled Defeasance Payments”"SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s 's other obligations under this Section 2.4 SECTION 2.5 and Section 2.5 hereof SECTION 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Date to voluntarily defease all or any portion of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”"DEFEASANCE EVENT"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”"DEFEASED NOTE") and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”"UNDEFEASED NOTE"). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “"Note”", as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”"SECURITY AGREEMENT"); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s 's reasonable attorneys’ ' fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ ' fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”"SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s 's other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntary prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, provided, however, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender use the Defeasance Deposit applicable to the Defeasance Eventpurchase U.S. Obligations in accordance with Section 2.5.1(b) below; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntary prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “"Defeasance Event”):") (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, provided, however, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender use the Defeasance Deposit applicable to the Defeasance Eventpurchase U.S. Obligations in accordance with Section 2.5.1(b) below; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”"DEFEASANCE EVENT"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, provided, however, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower at any time after the earlier to occur of (i) the Defeasance Lockout Date and (ii) three (3) years after the date hereof, Borrowers shall have the right at any time after prior to the Permitted Release Prepayment Lockout Expiration Date to voluntarily defease all or any portion of the Loan in whole, but not in part, by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower Borrowers shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeasedshall occur; (ii) Borrower Borrowers shall pay to Lender all accrued and unpaid interest on the principal balance Outstanding Principal Balance of the Note Loan to and including the Defeasance Date; (iii) Borrower Borrowers shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the NoteNotes, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower Borrowers shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower Borrowers shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”)) and Borrowers shall represent that Lender has a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit; (viivi) Borrower Borrowers shall deliver an opinion of counsel for Borrower Borrowers that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that (A) each Borrower has legally and validly transferred and assigned the U.S. Obligations and all of its obligations, rights and duties under and to the Note or the Defeased Note (as applicable) Notes to the Successor Borrower, that (B) Lender has a perfected (and, if requested by the Rating Agencies, a first priority priority) security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower Borrowers and that (C) any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower Borrowers shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release Defeasance Event will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower Borrowers 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; (ixviii) each Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a2.5.1(a) have been satisfied; (xix) each Borrower shall deliver a certificate of an Acceptable Accountant such Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) each Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower Borrowers shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the NoteNotes, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ feesdefeasance. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using Borrowers shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date and on or prior to the Prepayment Lockout Expiration Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, Notes and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, as applicable, Notes (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, Notes is prepaid paid in full on the Permitted Prepayment Lockout Expiration Date (the “Scheduled Defeasance Payments”). BorrowerBorrowers, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may shall be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicableDebt. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.4 2.5 and to satisfy Borrower’s Borrowers’ other obligations under this Section 2.4 2.5 and Section 2.5 2.6 hereof shall be remitted to BorrowerBorrowers.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date[intentionally omitted]; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender use the Defeasance Deposit applicable to the Defeasance Eventpurchase U.S. Obligations in accordance with Section 2.5.1(b) below; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and and/or principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Anticipated Repayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, at any time after the earlier to occur of (x) the Defeasance Lockout Date, or (y) the third (3rd) anniversary of the first Payment Date, Borrower shall have the right at any time after prior to the Permitted Release Prepayment Lockout Expiration Date to voluntarily defease all or any portion of the Loan in whole, but not in part, by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeasedshall occur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance Outstanding Principal Balance of the Note Loan to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”)) and Borrower shall represent that Lender has a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit; (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that (A) Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that (B) Lender has a perfected (and, if requested by the Rating Agencies, a first priority priority) security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that (C) any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release Defeasance Event will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ feesdefeasance. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, Note and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid paid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”); provided, however, Borrower may elect, in its notice to Lender in Subsection (a)(i) above, to accelerate the Maturity Date of the Loan to any Payment Date occurring on or after the Prepayment Lockout Expiration Date, and upon making such election and the satisfaction of all the other conditions contained in this Section 2.5, the Maturity Date shall be amended to such accelerated date, and the Scheduled Defeasance Payments, and the U.S. Obligations purchased to satisfy same, shall reflect such amended Maturity Date. Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may shall be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicableDebt. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.4 2.5 and to satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 2.6 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then existexist and so long as the Defeasance Lockout Date has occurred, Borrower shall have the right at any time after prior to the Permitted Release Date date voluntary prepayments are permitted under Section 2.4.1 to voluntarily defease all or any portion of the Loan A Note in whole, but not in part, by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide Lender not less than thirty (30) days prior written notice to (or such shorter period of time as may be permitted by Lender in its sole discretion) specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeasedshall occur; (ii) Borrower shall pay to Lender all accrued payments of principal and unpaid interest due on the principal balance of the A Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the A Note, this Agreement, the Security Instruments, Instrument and the other Loan Documents; (iv) Borrower shall deliver to Lender deposit the Defeasance Deposit applicable to Collateral into the Defeasance EventCollateral Account and otherwise comply with the provisions of Sections 2.5.2 and 2.5.3; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver to Lender a security agreement, Security Agreement in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on respect of the Defeasance Deposit Collateral Account and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”)Collateral; (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicableA) to the Successor Borrower, that Lender has a legal and valid perfected first priority security interest in the Defeasance Deposit Collateral Account and the U.S. Obligations delivered by Borrower and that any Defeasance Collateral, (B) if a Securitization has occurred, the REMIC Trust formed pursuant to a such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such a Defeasance EventEvent pursuant to this Section 2.5, (C) the Defeasance Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the A Note as indebtedness for federal income tax purposes, (D) delivery of the Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law and (E) a non-consolidation opinion with respect to Successor Borrower, if applicable; (viiivii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) 2.5 have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant a “Big Four” or other nationally recognized public accounting firm acceptable to Lender certifying that the U.S. Obligations purchased with the Defeasance Deposit Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, opinions, documents or and instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof2.6, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the A Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ feesdefeasance. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntary prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”):) (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, provided, however, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender use the Defeasance Deposit applicable to the Defeasance Eventpurchase U.S. Obligations in accordance with Section 2.5.1(b) below; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date and prior to the Permitted Par Prepayment Date to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Instrument and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance EventEvent and complies with and satisfies the requirements of Section 2.5.1(b) below; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of one or more opinions from counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender statingLender that are standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the U.S. Obligations purchased with the Defeasance Deposit and that the U.S. Obligations delivered by Security Agreement is enforceable against Borrower in accordance with its terms, and (b) the defeasance or any other transaction that occurs pursuant to the provisions of this Section 2.5.1(a) will not cause the failure of any REMIC Trust formed pursuant to a Securitization will not fail or any other entity that holds the Note to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Eventtax status; (viiivii) If required by pursuant to the applicable pooling and servicing agreement, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower from counsel satisfactory to Lender in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 2.5.1(a) (aexcept for such, if any, as have been specifically waived in writing in connection with the Defeasance Event) have been satisfied; (xix) Borrower shall deliver a certificate of a certified public accountant reasonably acceptable to Lender (which may be an Acceptable Accountant employee of Borrower or its Affiliates) certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer assumption of the NoteNote by the Successor Borrower, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit Deposit, or cause it to be used, to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid repaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Notwithstanding the foregoing, at Lender’s option, Lender, acting on Borrower’s behalf as Borrower’s agent and attorney-in-fact, shall use the Defeasance Deposit to purchase, or cause to be purchased, the above-referenced U.S. Obligations that Borrower is required to purchase pursuant to this Section 2.5.1(b). By depositing the Defeasance Deposit with Lender, Borrower shall thereby appoint Lender or Lender’s servicer or other agent as Borrower’s agent and attorney-in-fact, with full power of substitution, for the purpose of purchasing the U.S. Obligations with the Defeasance Deposit and delivering the U.S. Obligations to Lender. Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower. (c) If any notice of defeasance is given pursuant to Section 2.5.1(a)(i), Borrower shall be required to defease the Loan on the Defeasance Date (unless such notice is revoked by Borrower prior to the Defeasance Date in which event Borrower shall immediately reimburse Lender for any and all reasonable costs and expenses incurred by Lender in connection with Borrower’s giving of such notice and revocation).

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntary prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, provided, however, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the earlier to occur of the Defeasance Expiration Date and the Permitted Release Date to voluntarily defease all or any portion of the Loan in full by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date[Intentionally Omitted]; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied[Intentionally Omitted]; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) If required pursuant to the applicable pooling and servicing agreement or by the Rating Agencies, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such the Note or Defeased Note, as applicable, is prepaid paid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, from and after the earlier to occur of the Permitted Release Date and the Defeasance Lockout Date Borrower shall have the right at any time after prior to the Permitted Release Maturity Date to voluntarily defease all or any portion of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including If the Defeasance Date does not occur on a Payment Date, the income derived from the U.S. Obligations delivered in connection with the Defeasance Event shall be sufficient to provide for the payment of interest through the next Payment Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Notenotes, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Maturity Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, as applicableapplicable (including, (including without limitation limitation, scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, Note is prepaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty fifteen (3015) days Business Days’ prior written notice to Lender specifying the Payment Date Business Day (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the USActive 30748472.10 -50- Defeasance Deposit in accordance with the provisions of this Section 2.4 2.9 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of from counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender statingLender that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing a Rating Agency Confirmation from each of the applicable Approved Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Approved Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower from Hunton & Xxxxxxxx LLP or other counsel satisfactory to Lender in form and substance satisfactory to Lender and the applicable Approved Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.9.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Approved Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which USActive 30748472.10 -51- interest and and/or principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Par Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.9 and satisfy Borrower’s other obligations under this Section 2.4 2.9 and Section 2.5 hereof shall be remitted to Borrower. (c) If a notice of defeasance is given by Borrower to Lender pursuant to this Section 2.9.1, the Defeasance Deposit and all other sums required under this Section 2.9.1 shall be due and payable on the proposed Defeasance Date unless such prepayment is revoked or modified by written notice given by Borrower to Lender not less than one (1) Business Day prior to such specified Defeasance Date, provided that Borrower shall pay all of Lender’s reasonable actual out-of-pocket costs and administrative expenses incurred in connection with such revocation or modification, within ten (10) days of Lender’s demand therefor.

Voluntary Defeasance. (a) Provided that no Event of Default shall has occurred and is then existcontinuing, on and after the date which is two years after the Start-Up Day (but only before the Optional Prepayment Date), Borrower shall have the right at any time after the Permitted Release Date to may voluntarily defease (A) all or any portion of the Loan by and upon satisfaction of the following conditions or (such event being a “Defeasance Event”): (iB) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance EventLoan, but only pursuant to Section ------- 5.1(b)(P); provided, that, for any defeasance, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”)must comply with Section --------- -------- ------- 2.11. The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees.---- (b) In connection with each Defeasance Eventthe event of any such voluntary defeasance Borrower shall give Lender written notice of its intent to defease, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Notenotice shall be given at least ten (10) days, in the case of a Defeasance Event defeasance pursuant to Section 5.1(b)(P), ------- --------- and at least thirty (30) days, in all other cases, prior to the date upon which defeasance is to be made and shall specify the Payment Date and the amount of such defeasance. If any such notice of defeasance is given, Borrower shall be required to defease the Loan or a portion thereof pursuant to Section 5.1(b)(P) ------- --------- on the specified Payment Date (unless such notice is revoked by Borrower prior to the Payment Date specified therein in which event Borrower shall immediately reimburse Lender within ten (10) calendar days after demand for the entire outstanding principal balance any reasonable costs incurred by Lender in connection with Borrower's giving of such notice and revocation). (c) Any voluntary defeasance of the Loan, Loan by Borrower is required to be made on a Payment Date. (d) Borrower shall not be permitted at any time to defease all or the Defeased Note, in the case of a Defeasance Event for only a portion any part of the outstanding principal balance of the Loan, Loan except as applicable, and expressly provided in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.2.6. -----------

Voluntary Defeasance. (a) Provided So long as no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Date and prior to the date voluntary prepayments are permitted under Section 2.4.1 or Section 2.4.4 hereof to voluntarily defease all or any portion of the Loan by and upon satisfaction of the following conditions (such event being a “"Defeasance Event”"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “"Defeasance Date”") on which the Defeasance Event will occur and the principal amount of the Loan to be defeasedshall occur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “"Security Agreement”"); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower's independent certified public accountant certifying that the U.S. Obligations Obligation purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ ' fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ feesdefeasance. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Anticipated Repayment Date (the “"Scheduled Defeasance Payments”"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 2.5 and satisfy Borrower’s 's other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date and prior to the Maturity Date to voluntarily defease all or any portion of the entire Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Defeasance Maturity Date and the Date (the “Defeasance Date”) on which the Defeasance Event will is to occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security InstrumentsInstrument, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit Collateral applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lenderLender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit Collateral in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender Lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations Government Securities and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations Collateral delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant certifying Borrower’s independent certified public accountant confirming that the U.S. Obligations purchased with Government Securities that are part of the Defeasance Deposit Collateral will, if honored, generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender reasonably and actually incurred in connection with the Defeasance Event, including, without limitation, (A) including any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s 2.5.3 hereof as well as reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints shall purchase and transfer to Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations Government Securities which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under on the Note, Maturity Date (as the same be may accelerated in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, accordance with Section 2.4.3) and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). All such Government Securities, together with the proceeds thereof, and all other rights, claims and privileges with respect thereto, shall be referred to herein as the “Defeasance Collateral”. Each of the Government Securities that are 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 that would be satisfactory to a prudent institutional 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 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 authorize and direct that the payments received from the U.S. Obligations Government Securities may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date and prior to the Permitted Par Prepayment Date to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date Business Day (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Instrument and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance EventEvent and comply with and satisfy the requirements of Section 2.5.1(b) below; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, Lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory Borrower, delivered by counsel acceptable to a prudent institutional lender Lender, stating, among other thingsthings but without substantive 39 qualification, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicablea) to the Successor Borrower, that Lender has a perfected valid, duly perfected, first priority security interest in the U.S. Obligations purchased with the Defeasance Deposit and that the Security Agreement is enforceable against Borrower in accordance with its terms, (b) the delivery of the U.S. Obligations delivered by Borrower purchased with the Defeasance Deposit to Lender does not constitute a fraudulent or preferential or other avoidable transfer under Bankruptcy Code Sections 547 and 548, (c) neither the defeasance nor any other transaction that any REMIC Trust formed occurs pursuant to a Securitization the provisions of this Section 2.5.1(a) has caused or will not fail cause the Loan (including for this purpose the Loan Documents) to maintain its status as cease to be a “real estate mortgage investment conduitqualified mortgage” within the meaning of Section 860D 860G of the Code, either under the provisions of Treasury Regulation Sections 1.860G-2(a)(8) or 1.860G-2(b) (as such regulations may be amended or superseded from time to time) or under any other provision of the Code as a result or otherwise, and (d) the defeasance or any other transaction that occurs pursuant to the provisions of such Defeasance Eventthis Section 2.5.1(a) will not cause the failure of any REMIC Trust or any other entity that holds the Note to maintain its tax status. The opinions set forth in clauses (a), (b), (c) and (d) above, or any portion thereof, may, in Lender’s discretion, be rendered by counsel to Lender at Borrower’s sole cost and expense; (viiivii) If required by Lender, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that (a) the requirements set forth in this Section 2.4.1 (a2.5.1(a) have been satisfied, (b) the transactions that are being carried out pursuant to this Section 2.5.1 (including specifically the release of the lien of the Security Instrument) are being effected to facilitate the disposition of the Property or any other customary commercial transaction and not as part of an arrangement to collateralize a REMIC Trust offering with obligations that are not real estate mortgages, and (c) the amounts of the U.S. Obligations purchased with the Defeasance Deposit comply with all the requirements of this section including the requirement that the U.S. Obligations purchased with the Defeasance Deposit shall generate monthly amounts equal to or greater than the Scheduled Defeasance Payments required to be paid under the Note through the Maturity Date; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant, acceptable to Lender in its discretion, certifying that (A) the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (B) the revenue from the U.S. Obligations will be applied within four (4) months of receipt towards payments of Debt Service, and (C) the securities that comprise the U.S. Obligations are not subject to prepayment, call or early redemption; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on a Business Day or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Notwithstanding the foregoing, at Lender’s option, Lender, acting on Borrower’s behalf, shall have the right to use the Defeasance Deposit to purchase, or cause to be purchased, the above-referenced U.S. Obligations that Borrower is required to purchase pursuant to this Section 2.5.1(b). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower. (c) If any notice of defeasance is given pursuant to Section 2.5.1(a)(i), Borrower shall be required to defease the Loan on the Defeasance Date (unless such notice is revoked by Borrower prior to the Defeasance Date in which event Borrower shall immediately reimburse Lender for any and all reasonable costs and expenses incurred by Lender in connection with Borrower’s giving of such notice and revocation).

Voluntary Defeasance. (a) Provided no Event of Default shall then existexist and so long as the Defeasance Lockout Date has occurred, Borrower shall have the right at any time after prior to the Permitted Release Date date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion of the Loan in whole, but not in part, by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeasedshall occur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance EventDeposit; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations Obligation purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all actual costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ feesdefeasance. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, Note and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid repaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date and prior to the Permitted Par Prepayment Date to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of from counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender statingLender that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower from counsel satisfactory to Lender in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a2.5.1(a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees.fees and expenses. 34 (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Par Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account Lender (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower at any time after the earlier to occur of (i) the Defeasance Lockout Date and (ii) three (3) years after the date hereof, Borrowers shall have the right at any time after prior to the Permitted Release Prepayment Lockout Expiration Date to voluntarily defease all or any portion of the Loan in whole, but not in part, by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower Borrowers shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeasedshall occur; (ii) Borrower Borrowers shall pay to Lender all accrued and unpaid interest on the principal balance Outstanding Principal Balance of the Note Loan to and including the Defeasance Date; (iii) Borrower Borrowers shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the NoteNotes, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower Borrowers shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower Borrowers shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”)) and Borrowers shall represent that Lender has a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit; (viivi) Borrower Borrowers shall deliver an opinion of counsel for Borrower Borrowers that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that (A) each Borrower has legally and validly transferred and assigned the U.S. Obligations and all of its obligations, rights and duties under and to the Note or the Defeased Note (as applicable) Notes to the Successor Borrower, that (B) Lender has a perfected (and, if requested by the Rating Agencies, a first priority priority) security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower Borrowers and that (C) any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower Borrowers shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release Defeasance Event will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower Borrowers 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; (ixviii) each Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) each Borrower shall deliver a certificate of an Acceptable Accountant such Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) each Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower Borrowers shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the NoteNotes, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ feesdefeasance. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using Borrowers shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date and on or prior to the Prepayment Lockout Expiration Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, Notes and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, as applicable, Notes (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, Notes is prepaid paid in full on the Permitted Prepayment Lockout Expiration Date (the “Scheduled Defeasance Payments”). BorrowerBorrowers, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may shall be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicableDebt. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.4 2.5 and to satisfy Borrower’s Borrowers’ other obligations under this Section 2.4 2.5 and Section 2.5 2.6 hereof shall be remitted to BorrowerBorrowers.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date to voluntarily defease all or any portion of the entire Loan by and upon satisfaction of the following conditions (such event being a “"Defeasance Event”"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “"Defeasance Date”") on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security InstrumentsInstrument, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lenderLender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “"Security Agreement”"); (viivi) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender Lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.then

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”"DEFEASANCE EVENT"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, PROVIDED, HOWEVER, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “"Security Agreement”"); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1SECTION 2.5.1 (aA) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 SECTION 2.6 hereof, (B) Lender’s reasonable attorneys’ ' fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ ' fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Anticipated Repayment Date (the “Scheduled Defeasance Payments”"SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s 's other obligations under this Section 2.4 SECTION 2.5 and Section 2.5 hereof SECTION 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided that no Event of Default shall then existhas occurred then, after the earlier to occur of (i) two years after the Start-Up Day and (ii) three years after the Closing Date (but only before the Optional Prepayment Date), Borrower shall have the right at any time after the Permitted Release Date to may voluntarily defease (A) all or any portion of the Loan by and upon satisfaction of the following conditions or (such event being a “Defeasance Event”): (iB) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance EventLoan, but only pursuant to Section 5.1(P); provided, that, for any defeasance, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance must comply with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees2.11. (b) In connection with each Defeasance Eventthe event of any such voluntary defeasance Borrower shall give Lender written notice of its intent to defease, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Notenotice shall be given at least ten (10) days, in the case of a Defeasance Event defeasance pursuant to Section 5.1(P), and at least thirty (30) days, in all other cases, prior to the date upon which defeasance is to be made and shall specify the Payment Date and the amount of such defeasance. If any such notice of defeasance is given, Borrower shall be required to defease the Loan or a portion thereof pursuant to Section 5.1(P) on the specified Payment Date (unless such notice is revoked by Borrower prior to the date specified therein in which event Borrower shall immediately reimburse Lender for the entire outstanding principal balance any reasonable costs incurred by Lender in connection with Borrower's giving of such notice and revocation). (c) Any voluntary defeasance of the Loan, Loan by Borrower is required to be made on a Payment Date. (d) Borrower shall not be permitted at any time to defease all or the Defeased Note, in the case of a Defeasance Event for only a portion any part of the outstanding principal balance of the Loan, Loan except as applicable, and expressly provided in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower2.6.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Date and prior to voluntarily defease the Open Prepayment Date, to cause the release of all or any portion of the Loan by and upon satisfaction of the following conditions Properties (such event being a “Full Defeasance Event”):) or an individual Property (such event being a “Partial Defeasance Event”; any such Full Defeasance Event or Partial Defeasance Event is referred to herein as a “Defeasance Event”) from the lien of the applicable Security Instrument and the other Loan Documents upon the satisfaction of the following conditions: (i) Borrower shall provide not less than thirty (30) days nor more than ninety (90) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and shall occur, and, in the principal amount case of a Partial Defeasance Event, specifying the Loan individual Property to be defeasedreleased (such individual Property, the “Release Parcel”); (ii) in the case of a Partial Defeasance Event, Borrower shall deliver to Lender New Appraisals of the Release Parcel and the Remaining Parcel; (iii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance 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 through and including the next Payment Date, unless the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date; (iiiiv) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Instrument and the other Loan Documents; (ivv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfiedDeposit; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower Borrower, that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that (A) Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note (in the case of a Full Defeasance Event) or the Defeased Note (as applicablein the case of a Partial Defeasance Event) to the Successor Borrower, that (B) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that Borrower, (C) any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event, (D) the Defeasance Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Note as indebtedness for Federal income tax purposes, and (E) delivery of the Defeasance Deposit and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (viii) Borrower shall deliver confirmation in writing a Rating Agency Confirmation from each of the applicable Approved Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior with respect to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If and, if required by the applicable Approved Rating Agencies, Borrower shall also deliver or cause to be delivered (from counsel satisfactory to Lender) a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Approved Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Approved Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note or the Defeased Note, as applicable, or otherwise required to accomplish the defeasance defeasance, and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments (A) on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest through and principal payments are required under including the NoteOpen Prepayment Date and (B) in amounts equal to, (x) in the case of a Full Defeasance Event for the entire outstanding principal balance of the LoanEvent, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on each such dates Payment Date under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents Documents) together with the entire outstanding principal balance of the Note on such dates) and the Open Prepayment Date (assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Open Prepayment Date) and (y) in the case of a Partial Defeasance Event, the scheduled payments due on each such Payment Date under the Defeased Note (including, without limitation, scheduled payments of principal, interest, servicing fees (if any), and any other amounts due under the Loan Documents) together with the entire outstanding principal balance of the Defeased Note on the Open Prepayment Date (assuming the Defeased Note is prepaid in full on the Open Prepayment Date) (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account applicable Clearing Account(s) (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicableDebt. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.4 2.5 and satisfy Borrower’s other obligations the Debt under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower. (c) Notwithstanding anything to the contrary contained herein, no Partial Defeasance Event shall be permitted with respect to any Release Parcel unless, simultaneously with such Partial Defeasance Event, the applicable Borrower shall transfer fee title to such Release Parcel in connection with a bona fide arms-length transaction to a third party Person that is not a Restricted Party.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right right, on any Payment Date occurring at any time after the Permitted Release Date and prior to the Yield Maintenance End Date, to voluntarily defease all or any portion all, but not part, of the then remaining principal balance of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If Lender agrees to accept a Defeasance Date that is not a Payment Date notwithstanding the requirement in this Section 2.8.1(a) that a Defeasance Event occur on a Payment Date, Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.8.1 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of from counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender statingLender that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from the applicable a Rating Agencies to the effect that such defeasance and release will not result in a downgradingAgency Confirmation, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If and, if required by the applicable Approved Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating AgenciesBorrower; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.8.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant or another national recognized accounting firm acceptable to Lender in its reasonable discretion, certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all reasonable, actual out-of-pocket costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage(s) as provided in Section 2.5 2.5.1 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Approved Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall, at Borrower’s direction use the Defeasance Deposit on behalf of Borrower (and Borrower authorizes Lender to so use the Defeasance Deposit) to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and and, if applicable, principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the outstanding principal balance of the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Yield Maintenance End Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may shall be made directly to the Lockbox Operating Lessee Cash Management Account or, if the Operating Lessee Cash Management Account is not yet opened, the Borrower Cash Management Account (in each case, unless otherwise directed by Lender) ), and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.8.1 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof 2.8.1 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, provided, however, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) If required pursuant to the applicable pooling and servicing agreement or by the Rating Agencies, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Anticipated Repayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date and prior to the Permitted Par Prepayment Date voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Instrument and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance EventEvent and complies with and satisfies the requirements of Section 2.5.1(b) below; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, Lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory Borrower, delivered by counsel acceptable to a prudent institutional lender Lender, stating, among other thingsthings but without substantive qualification, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicablea) to the Successor Borrower, that Lender has a perfected valid, duly perfected, first priority security interest in the U.S. Obligations purchased with the Defeasance Deposit and that the Security Agreement is enforceable against Borrower in accordance with its terms, (b) the delivery of the U.S. Obligations delivered by Borrower purchased with the Defeasance Deposit to Lender does not constitute a fraudulent or preferential or other avoidable transfer under Bankruptcy Code Sections 547 and 548, (c) neither the defeasance nor any other transaction that any REMIC Trust formed occurs pursuant to a Securitization the provisions of this Section 2.5.1(a) has caused or will not fail cause the Loan (including for this purpose the Loan Documents) to maintain its status as cease to be a “real estate mortgage investment conduitqualified mortgage” within the meaning of Section 860D 860G of the Code, either under the provisions of Treasury Regulation Sections 1.860G-2(a)(8) or 1.860G-2(b) (as such regulations may be amended or superseded from time to time) or under any other provision of the Code as a result or otherwise, and (d) the defeasance or any other transaction that occurs pursuant to the provisions of such Defeasance Eventthis Section 2.5.1(a) will not cause the failure of any REMIC Trust or any other entity that holds the Note to maintain its tax status. The opinions set forth in clauses (a), (b), (c) and (d) above, or any portion thereof, may, in Lender’s discretion, be rendered by counsel to Lender at Borrower’s sole cost and expense; (viiivii) If required by Lender, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower from counsel satisfactory to Lender in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that (a) the requirements set forth in this Section 2.4.1 (a2.5.1(a) have been satisfied, (b) the transactions that are being carried out pursuant to this Section 2.5.1 (including specifically the release of the lien of the Security Instrument) are being effected to facilitate the disposition of the Property or any other customary commercial transaction and not as part of an arrangement to collateralize a REMIC Trust offering with obligations that are not real estate mortgages, and (c) the amounts of the U.S. Obligations purchased with the Defeasance Deposit comply with all the requirements of this section including the requirement that the U.S. Obligations purchased with the Defeasance Deposit shall generate monthly amounts equal to or greater than the Scheduled Defeasance Payments required to be paid under the Note through the Permitted Par Prepayment Date (including interest for the full Accrual Period during which the Permitted Par Prepayment Date occurs); (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant, acceptable to Lender in its discretion, certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Par Prepayment Date including interest for the full Accrual Period during which the Permitted Par Prepayment Date occurs (the “Scheduled Defeasance Payments”). Notwithstanding the foregoing, at Lender’s option, Lender, acting on Borrower’s behalf as Borrower’s agent and attorney-in-fact, shall use the Defeasance Deposit to purchase, or cause to be purchased, the above-referenced U.S. Obligations that Borrower is required to purchase pursuant to this Section 2.5.1(b). By depositing the Defeasance Deposit with Lender, Borrower shall thereby appoint Lender or Lender’s servicer or other agent as Borrower’s agent and attorney-in-fact, with full power of substitution, for the purpose of purchasing the U.S. Obligations with the Defeasance Deposit and delivering the U.S. Obligations to Lender. Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower within ten (10) Business Days following the Defeasance Date. (c) If any notice of defeasance is given pursuant to Section 2.5.1(a)(i), Borrower shall be required to defease the Loan on the Defeasance Date (unless such notice is revoked by Borrower prior to the Defeasance Date in which event Borrower shall immediately reimburse Lender for any and all reasonable costs and expenses incurred by Lender in connection with Borrower’s giving of such notice and revocation).

Voluntary Defeasance. (a) Provided no Event of Default shall then existexist and so long as the Defeasance Lockout Date has occurred, Borrower shall have the right at any time after prior to the Permitted Release Date date voluntary prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will is to occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall cause Lender to prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Notenotes, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Maturity Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ feesdefeasance. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, as applicableapplicable (including, (including without limitation limitation, scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, Note is prepaid in full on the Permitted Prepayment Open Repayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Cash Management Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall -------------------- then exist, Borrower shall have the right at any time after the Permitted Release Date and prior to the Maturity Date to voluntarily defease all or any portion of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”"DEFEASANCE EVENT"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Monthly Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which the Defeasance Event will shall occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then payments due under the Note, this Agreement, the Security InstrumentsMortgage, and the other Loan DocumentsDocuments through and including the Defeasance Date; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Notenotes, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”"DEFEASED NOTE") and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”"UNDEFEASED NOTE"). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver (A) a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lenderLender, in its sole discretion, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “"SECURITY AGREEMENT") and (B) if the Junior Mortgage remains in effect at the time of such Defeasance Event, a junior security agreement in form and substance satisfactory to lender in its sole discretion, creating a second priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit, as security for the payment and performance of Borrower under the Guaranty of Payment (the "Junior Security Agreement”"); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender Lender in its sole discretion stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release Defeasance Event will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies, in their respective sole discretion; (ix) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant independent certified public accountant selected by Borrower and reasonably satisfactory to Lender certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) including any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 hereof, (B) Lender’s hereof as well as reasonable attorneys’ ' fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge ) and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, Note is prepaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”"SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under (i) the Note or the Defeased Note, as applicable, (ii) if Borrower's obligations under the Note or the Defeased Note, as applicable, have been satisfied, the Guaranty of Payment. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.4 and satisfy Borrower’s 's other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the earlier to occur of the Defeasance Expiration Date and the Permitted Release Date and prior to the date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion of the Loan in full by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date[Intentionally Omitted]; (iii) Borrower shall pay to Lender all other sums, sums (not including scheduled interest or principal payments, provided that the Monthly Debt Service Payment Amount due on the Payment Date which is the Defeasance Date has been paid) then due under the Note, this Agreement, the Security Instruments, Instrument and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied[Intentionally Omitted]; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) If required pursuant to the applicable pooling and servicing agreement or by the Rating Agencies, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such the Note or Defeased Note, as applicable, is prepaid paid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date and prior to the Permitted Par Prepayment Date to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of from counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender statingLender that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) If required pursuant to the applicable pooling and servicing agreement, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower from counsel satisfactory to Lender in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of a certified public accountant reasonably acceptable to Lender (which may be an Acceptable Accountant employee of Borrower or its Affiliates) certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer assumption of the NoteNote by the Successor Borrower, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit Deposit, or cause it to be used, to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge interest and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid repaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date to voluntarily defease all all, or any portion portion, of the Loan by and upon satisfaction of the following conditions (such event being a “"Defeasance Event”"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “"Defeasance Date”") on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security InstrumentsInstrument, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “"Defeased Note”") and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “"Undefeased Note”"). The Defeased Note and the Undefeased Note shall otherwise have identical terms (including but not limited to an identical to Monthly Debt Service Payment Amount) as the original Note, Note except that a for the principal balance and provide for monthly payments in accordance with Section 2.4.1(b). A Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “"Note”", as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied;. (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations Defeasance Collateral purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “"Security Agreement”"); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations Defeasance Collateral and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations Defeasance Collateral delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D 86OD of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Approved Accountant certifying that the U.S. Obligations Defeasance Collateral purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s 's reasonable attorneys’ ' fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ ' fees. (b) In connection with each a Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations or, to the extent approved by the Rating Agencies in writing, other "government securities" within the meaning of Section 2(a)(l6) of the Investment Company Act of 1940 (the "Defeasance Collateral") which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, Note in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, Note (as applicable, ) (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or the Defeased Note, Note (as applicable, ) is prepaid paid in full on the Permitted Prepayment Date (the “"Scheduled Defeasance Payments”"). Each of the U.S. Obligations or other securities that are 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 that would be satisfactory to a prudent institutional 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 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 authorize and direct that the payments received from the U.S. Obligations Defeasance Collateral may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, Note (as applicable). Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations Defeasance Collateral required by this Section 2.4 and satisfy Borrower’s 's other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right right, on any Payment Date occurring at any time after the Permitted Release Date and prior to the Yield Maintenance End Date, to voluntarily defease all or any portion all, but not part, of the then remaining principal balance of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If Lender agrees to accept a Defeasance Date that is not a Payment Date notwithstanding the requirement in this Section 2.8.1(a) that a Defeasance Event occur on a Payment Date, Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgages and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.8.1 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of from counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender statingLender that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from the applicable a Rating Agencies to the effect that such defeasance and release will not result in a downgradingAgency Confirmation, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If and, if required by the applicable Approved Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating AgenciesBorrower; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.8.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant or another national recognized accounting firm acceptable to Lender in its reasonable discretion, certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all reasonable, actual out-of-pocket costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage(s) as provided in Section 2.5 2.5.1 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Approved Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall, at Borrower’s direction, use the Defeasance Deposit on behalf of Borrower (and Borrower authorizes Lender to so use the Defeasance Deposit) to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and and, if applicable, principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the outstanding principal balance of the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Yield Maintenance End Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may shall be made directly to the Lockbox Cash Management Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.8.1 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof 2.8.1 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date to voluntarily defease all or any portion of the entire Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; provided, however, that if the Defeasance Date is not a Payment Date, Borrower shall pay to Lender the Interest Shortfall Payment as a component of the Defeasance Deposit; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security InstrumentsInstrument, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a customary security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lenderLender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (viivi) Borrower shall deliver an a customary opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender Lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-customary non- consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations Obligation purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other customary certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) including any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s hereof as well as reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each a Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations (the “Defeasance Collateral”) which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, Note and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge ) and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Each of the U.S. Obligations that are 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 that would be satisfactory to a prudent institutional 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 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 authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date to voluntarily defease all or any portion of the Loan remaining principal balance of the Loan, or a portion thereof solely in connection with a release of an Individual Property from the Lien of the applicable Mortgage pursuant to Section 2.5 hereof (except as otherwise provided in this Section 2.8.1(a), by and upon satisfaction of the following conditions (such event being a “Total Defeasance Event” with respect to the defeasance of the entire Loan and a “Partial Defeasance Event” with respect to a defeasance of only a portion of the Loan in connection with the release of an Individual Property pursuant to Section 2.5 hereof, in either case, each, a “Defeasance Event”): (i) Borrower shall provide not less than thirty ten (3010) days prior written notice to Lender specifying the Payment Date (with respect to a Total Defeasance Event such date being the “Total Defeasance Date” and with respect to a Partial Defeasance Event, such date being the “Partial Defeasance Date” in either case, each, a “Defeasance Date”) on which the applicable Defeasance Event will is to occur (which notice shall be revocable and the principal amount subject to modification so long as Borrower shall reimburse Lender for its actual out-of-pocket costs or expenses incurred as a result of the Loan to be defeasedsuch revocation or modification); (ii) Borrower shall pay to Lender all accrued and unpaid interest on the outstanding principal balance amount of the Note Loan being defeased to and including the Defeasance 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 in respect of the outstanding principal amount of the Loan being defeased through and including the next Payment Date, provided, however, if the applicable Partial Defeasance Collateral or Total Defeasance Collateral, as applicable, shall include (or if the U.S. Obligations purchased with such applicable Partial Defeasance Collateral or the Total Defeasance Collateral, as applicable, shall provide for payment of) all principal and interest computed from the Payment Date prior to the applicable Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest in respect of the amount of the Loan being defeased pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, each Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender the Partial Defeasance Deposit applicable to Collateral or the Total Defeasance EventCollateral, as applicable; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreementagreement in favor of Lender, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on and security interest in the Partial Defeasance Deposit and Collateral or the U.S. Obligations purchased with the Total Defeasance Deposit Collateral, as applicable, in accordance with the provisions of this Section 2.4 2.8 (the “Defeasance Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory is standard in commercial mortgage backed securitization transactions and subject only to a prudent institutional lender customary qualifications, stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable1) to the Successor Borrower, that Lender has a perfected first priority security interest in the Partial Defeasance Deposit and Collateral or the U.S. Obligations delivered by Borrower Total Defeasance Collateral, as applicable, and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms; and (2) if the Loan (or any portion thereof) is held in a REMIC Trust formed pursuant to a Securitization Securitization, such REMIC Trust will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Eventdefeasance; (viiivii) Following a rated Securitization, Borrower shall deliver confirmation in writing from the applicable a Rating Agencies Agency Confirmation with respect to such Total Defeasance Event or Partial Defeasance Event, as applicable, to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If reasonably required by the applicable Approved Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower from counsel satisfactory to Lender in form and substance satisfactory to Lender and the applicable Approved Rating Agencies; (ixviii) Borrower shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) 2.8.1 have been satisfied; (xix) Borrower shall deliver a certificate of written confirmation from an Acceptable Accountant independent certified public accountant certifying that the U.S. Obligations purchased with Total Defeasance Collateral or the Partial Defeasance Deposit generate monthly amounts equal Collateral, as applicable, is sufficient to result in payments satisfying the requirements of the definition of Total Defeasance Collateral or greater than the Scheduled Partial Defeasance PaymentsCollateral, as applicable; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; andrequest in connection with such Total Defeasance Event or Partial Defeasance Event, as applicable; (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument applicable Mortgage as provided in Section 2.5 hereof2.5.1(a)(vi) hereof (without duplication of any amounts owed pursuant to Section 2.8.1(a)(xiii), (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Approved Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses; (xii) In connection with a Partial Defeasance Event, (x) if no Componentization Notice has been delivered, the Notes shall be defeased sequentially relative to Note A and Note B in accordance with Section 2.4.4 hereof (as if such Partial Defeasance Event is a prepayment hereunder) or (y) if a Componentization Notice has been delivered, the note components shall be defeased sequentially, starting with the most senior note component, or in such other sequence as may be specified in such Componentization Notice. Subject to the preceding sentence, Lender shall prepare and Borrower shall execute all necessary documents to modify this Agreement and to amend and restate (A) each Note A and issue two substitute notes for each Note A, one note having a principal balance equal to the pro rata portion of the Release Amount (or, in the event of a Third Party Waived DSCR Release, the Third Party Waived DSCR Release Price) (or, in each instance, applicable portion thereof) for the applicable Release Property relative to the principal amount of such Note A (each, a “Note A Defeased Note”), and the other note having a principal balance equal to the excess of (1) the principal amount of such Note A existing immediately prior to the applicable Partial Defeasance Event, over (2) the amount of the related Note A Defeased Note (each, a “Note A Undefeased Note”) and (B) each Note B and issue two substitute notes for each Note B, one note having a principal balance equal to the pro rata portion of the Release Amount (or, in the event of a Third Party Waived DSCR Release, the Third Party Waived DSCR Release Price) (or, in each instance, applicable portion thereof) for the applicable Release Property relative to the principal amount of such Note B (each, a “Note B Defeased Note” and together with the Note A Defeased Note, individually and/or collectively, as the context may require, the “Defeased Note”), and the other note having a principal balance equal to the excess of (1) the principal amount of such Note B existing immediately prior to the applicable Partial Defeasance Event, over (2) the amount of the related Note B Defeased Note (each, a “Note B Undefeased Note”, and together with the Note A Undefeased Note, individually and/or collectively, as the context may require, the “Undefeased Note”). Each Defeased Note and the related Undefeased Note shall have identical terms as the applicable original Note except for the principal balance. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Defeased Note and the Undefeased Note shall not be cross-defaulted or cross-collateralized unless the Rating Agencies or Lender shall require otherwise. A Defeased Note may not be the subject of any further defeasance; and (xiii) In connection with a Partial Defeasance Event only, Borrower shall have satisfied all conditions for the release of an Individual Property in accordance with Section 2.5.1(a) hereof (or, if such Partial Defeasance Event is in connection with a Default Release, Borrower shall have satisfied all conditions for the release of an Individual Property in accordance with Section 2.5.1(c) hereof (provided, that, in either instance, Borrower shall not be required to satisfy the requirements set forth in Section 2.5.1(a)(iii)). (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Defeasance Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations Total Defeasance Collateral or the Partial Defeasance Collateral, as applicable, may be made directly to the Lockbox Account (unless otherwise directed by Lender) Lender and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”"DEFEASANCE EVENT"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, PROVIDED, HOWEVER, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “"Security Agreement”"); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1SECTION 2.5.1 (aA) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 SECTION 2.6 hereof, (B) Lender’s reasonable attorneys’ ' fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ ' fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Anticipated Repayment Date (the “Scheduled Defeasance Payments”"SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s 's other obligations under this Section 2.4 SECTION 2.5 and Section 2.5 hereof SECTION 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower Borrowers shall have the right at any time after the Permitted Release Date and prior to the Anticipated Repayment Date to voluntarily defease all or any portion of the Loan by and upon satisfaction of the following conditions (such event being a “"Defeasance Event”"): (i) Borrower Borrowers shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “"Defeasance Date”") on which the Defeasance Event will occur and the principal amount of the Loan is to be defeased; (ii) Borrower Borrowers shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and but not including the Defeasance Date; (iii) Borrower Borrowers shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security InstrumentsMortgage, and the other Loan Documents; (iv) Borrower Borrowers shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower Borrowers shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Notenotes, one note having a principal balance equal to the defeased portion of the original Note and a maturity date Maturity Date equal to the Permitted Prepayment Anticipated Repayment Date (the “"Defeased Note”") and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “"Undefeased Note”"). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower Borrowers shall execute execute, deliver and deliver cause to be filed in the appropriate official registers a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lenderLender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions this provision of this Section 2.4 (the “"Security Agreement”"); (vii) Borrower Borrowers shall deliver an opinion of counsel for Borrower Borrowers in a form and substance that would be reasonably satisfactory to a prudent institutional lender Lender in its sole discretion stating, among other things, that Borrower has Borrowers have legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor BorrowerBorrower(s), that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower Borrowers, and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower Borrowers shall deliver confirmation evidence in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower the Borrowers shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower Borrower(s) and its constituent entities in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower Borrowers shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower Borrowers shall deliver a certificate of an Acceptable Accountant Borrower's independent certified public accountant certifying that the U.S. Obligations Obligation purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Each Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower Borrowers shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) including any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 hereof, (B) Lender’s hereof as well as reasonable attorneys’ ' fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower Borrowers hereby appoints appoint Lender as its their agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which (x) provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under (i) the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or (ii) the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, ; and (y) are in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates); and (z) with respect to clauses (i) and assuming (ii) above, are based on the assumption that such Note or Defeased Note, as applicable, is Note will be prepaid in full on the Permitted Prepayment Anticipated Repayment Date (the “"Scheduled Defeasance Payments”"). BorrowerBorrowers, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s Borrowers' other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrowerthe Borrowers.

Voluntary Defeasance. (a) Provided that no Event of Default shall has occurred and is then existcontinuing, after two years after the Start-Up Day (but only before the Optional Prepayment Date), Borrower shall have the right at any time after the Permitted Release Date to may voluntarily defease (A) all of the Loan or any (B) a portion of the Loan by and upon satisfaction on a Facility-by-Facility basis, or (C) a portion of the following conditions (such event being Loan on a “Defeasance Event”):non-Facility-by-Facility basis, but only pursuant to Section 5.1(P); provided, that for any defeasance, Borrower must comply with Section 2.11. (ib) In the event of any such voluntary defeasance Borrower shall provide not less than give Lender written notice of its intent to defease, which notice shall be given at least thirty (30) days prior written notice to Lender specifying the date upon which defeasance is to be made and shall specify the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of such defeasance. If any such notice of defeasance is given, Borrower shall be required to defease the Loan or a portion thereof pursuant to Section 5.1(P) or Section 2.11 on the specified Payment Date (unless such notice is revoked by Borrower prior to the date specified therein in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with Borrower's giving of such notice and revocation). (c) Any voluntary defeasance of the Loan by Borrower is required to be defeased;made on a Payment Date. (iid) Borrower shall pay not be permitted at any time to Lender defease all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion any part of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth expressly provided in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees2.6. (be) In connection with each Defeasance EventBORROWER UNDERSTANDS AND ACKNOWLEDGES THAT AS A MATERIAL INDUCEMENT TO LENDER'S AGREEMENT TO MAKE THE LOAN, Borrower hereby appoints Lender as its agent and attorneyBORROWER HAS AGREED, AS SET FORTH HEREIN, THAT THE LOAN MAY NOT BE PREPAID OR DEFEASED AT ALL PRIOR TO TWO YEARS AFTER THE START-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior toUP DAY, but as close as possible toAND IN CERTAIN OTHER CASES MAY ONLY BE PREPAID OR DEFEASED WITH THE CONCURRENT PAYMENT OF CERTAIN YIELD MAINTENANCE PREMIUMS. BORROWER HEREBY IRREVOCABLY WAIVES, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the NoteDISCLAIMS AND RENOUNCES ANY AND ALL RIGHTS IT MAY HAVE TO THE CONTRARY UNDER Section 2954.10 OF THE CALIFORNIA CIVIL CODE OR OTHERWISE. BORROWER HEREBY AGREES THAT LENDER'S DAMAGES, in the case of a Defeasance Event for the entire outstanding principal balance of the LoanIN THE EVENT OF A PERMITTED PREPAYMENT OR DEFEASANCE HEREUNDER, or the Defeased NoteWOULD BE IMPRACTICABLE TO DETERMINE, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the LoanAND THAT THE YIELD MAINTENANCE PREMIUMS SET FORTH HEREIN ARE REASONABLE ESTIMATES THEREOF. BY INITIALING THIS PROVISION IN THE SPACE PROVIDED BELOW, as applicableBORROWER HEREBY DECLARES THAT LENDER'S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH HEREIN CONSTITUTES ADEQUATE CONSIDERATION, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased NoteGIVEN INDIVIDUAL WEIGHT BY BORROWER, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to BorrowerFOR THE WAIVERS AND AGREEMENTS SET FORTH ABOVE.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the earlier to occur of the Defeasance Expiration Date and the Permitted Release Date and prior to the date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion of the Loan in full by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date[Intentionally Omitted]; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied[Intentionally Omitted]; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) If required pursuant to the applicable pooling and servicing agreement or by the Rating Agencies, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such the Note or Defeased Note, as applicable, is prepaid paid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Expiration Date and prior to the date voluntary prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, provided, however, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender use the Defeasance Deposit applicable to the Defeasance Eventpurchase U.S. Obligations in accordance with Section 2.5.1(b) below; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Open Period Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Clearing Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after prior to the Permitted Release Maturity Date to voluntarily defease all or of the Loan or, in the case of a release of an Individual Property (each, a "Partial Defeasance Property") in accordance with Section 2.5.2, any portion of the Loan by and upon satisfaction of the following conditions and the conditions set forth in Section 2.5.1 or Section 2.5.2, as applicable (such event being a “"Defeasance Event”"): (i) Borrower shall provide not less than thirty (30) days (and not more than sixty (60) days) prior written notice to Lender specifying the Payment Date (the “"Defeasance Date”") on which the Defeasance Event will is to occur and the principal amount of the Loan to be defeaseddefeased (provided that, if such Defeasance does not occur on the date set forth in such notice, (x) such notice shall be deemed rescinded, and (y) Borrower shall, on such date, pay to Lender all reasonable losses, costs and expenses suffered by Lender as a consequence of such rescission); (ii) Borrower shall pay to Lender all accrued and unpaid interest on and principal under the principal balance of the Note Loan to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgages and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for notes, each note having a maturity date equal to the NoteMaturity Date, and one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “"Defeased Note”") and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “"Undefeased Note”"). The Defeased Note and the Undefeased Note will each be divided into Components, which shall bear interest at rates corresponding to the rates at which the Components that existed on the Note prior to the Defeasance Event bore interest. The amount of the Loan being defeased will be applied to reduce the principal balance of each Component of the Undefeased Note in the priority and method set forth in Section 2.3.5 hereof. Each Component of the Defeased Note will have an initial principal balance equal to the amount of the reduction in connection with such Defeasance Event of the corresponding Component of the Undefeased Note. The Defeased Note and Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfiedor any prepayment; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lenderLender, creating a first priority perfected lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “"Security Agreement”"); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that (A) the Security Agreement has been duly authorized and is enforceable against Borrower in accordance with its terms, (B) Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that (C) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that Borrower, (D) any REMIC Trust grantor trust within the meaning of subpart E, part I of subchapter J of the Code formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code grantor trust as a result of such Defeasance Event, as applicable, (E) the Defeasance Event (or if, in addition to the occurrence of a Defeasance Event, there shall also occur a contemporaneous designation of Successor Borrower(s) or Qualified Successor Borrower(s) pursuant to Section 2.4.2 or Section 2.7, as applicable, the Defeasance Event and any such designation) will not constitute a "significant modification" of the Loan under Section 1001 of the Code or cause a tax to be imposed on any grantor or other trust formed pursuant to a Securitization, and (F) the Defeasance Event will not cause any grantor or other trust formed pursuant to a Securitization to be an "investment company" required to be registered under the Investment Company Act of 1940; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not not, in and of itself, result in a downgradingdowngrade, withdrawal or qualification of the respective initial, or, if higher, then current ratings in effect immediately prior to such Defeasance Event for the Securities issued assigned in connection with any Securitization and shall pay all fees and expenses of the Securitization which are then outstandingRating Agencies incurred in connection with such confirmation. 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 AgenciesAgencies and will pay all fees and expenses of the Rating Agencies incurred in connection with the review and approval of such non-consolidation opinion; (ix) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower's independent certified public accountant certifying that the U.S. Obligations Obligation purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance PaymentsPayments as and when the same are required to be made pursuant to Section 2.4.1(b); (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender (and, if applicable, its Servicer) and the Rating Agencies incurred in connection with the Defeasance Event, including, without limitation, (A) including any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 hereof, (B) Lender’s hereof as well as reasonable attorneys’ ' fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal in amounts sufficient to make all of the scheduled payments are required due on such dates under the Note, Note (in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, ) or under the Defeased Note, Note (in the case of a Defeasance Event for only a portion of the outstanding principal balance of the LoanLoan relating to one or more of the Partial Defeasance Properties), including, without limitation (i) scheduled payments of interest, principal (including payment of the remaining outstanding balance of the Note or Defeased Note, as applicable, on the Maturity Date), servicing fees (if any), Rating Surveillance Charges and in other amounts equal to due under the scheduled payments due Loan Documents on such dates under this Agreement dates, (ii) payment of income taxes on any net income incurred by the Borrower or the Successor Borrower, as applicable, in connection with the applicable Defeasance Event, (iii) payment of costs and expenses incurred or to be incurred in the purchase of such U.S. Obligations (including fees and expenses of accountants, attorneys and the Rating Agencies incurred in connection therewith), and (iv) payment of any revenue, documentary stamp, intangible taxes or other taxes or charges due in connection with the transfer of the Note or the Defeased Note, as applicable, the creation of the Defeased Note and the Undefeased Note, if applicable, or otherwise required to accomplish the requirements of this Section 2.4 and/or Section 2.5 (including without limitation scheduled payments of principal, interest, servicing fees (if any)collectively, the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “"Scheduled Defeasance Payments”"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s 's other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower or the Successor Borrower, as applicable.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the earlier to occur of the Defeasance Expiration Date and the Permitted Release Date and prior to the date voluntarily prepayments are permitted under SECTION 2.4.1 hereof to voluntarily defease all or any portion of the Loan in full (or in part in connection with the release of an Individual Property pursuant to SECTION 2.6.2) by and upon satisfaction of the following conditions (such event being a “Defeasance Event”"DEFEASANCE EVENT"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date[Intentionally Omitted]; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance EventEvent in connection with a release of an Individual Property, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Notenotes, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Maturity Date (the “Defeased Note”"DEFEASED NOTE") and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”"UNDEFEASED NOTE"). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Event and the Defeased Note may shall be modified to make changes necessary to reflect the subject of a further Defeasance Event in accordance with defeasance (e.g. that it is secured by the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasanceSecurity Agreement), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 SECTION 2.5 (the “Security Agreement”"SECURITY AGREEMENT"); (vii) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) If required pursuant to the applicable pooling and servicing agreement or by the Rating Agencies, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1SECTION 2.5.1 (aA) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 SECTION 2.6 hereof, (B) Lender’s reasonable attorneys’ ' fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ ' fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, Note (as applicable) (including, (including without limitation limitation, scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such the Note or the Defeased Note, Note (as applicable, ) is prepaid in full on the Permitted Prepayment Anticipated Repayment Date (the “Scheduled Defeasance Payments”"SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and the Note or the Defeased Note, 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 2.4 SECTION 2.5 and satisfy Borrower’s 's other obligations under this Section 2.4 SECTION 2.5 and Section 2.5 hereof SECTION 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date and prior to the Permitted Par Prepayment Date to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (such date being the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan being defeased to and including the Defeasance 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 through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of from counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender statingLender that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender Xxxxxx has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower Xxxxxxxx and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing a Rating Agency Confirmation from each of the applicable Approved Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Approved Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower from counsel satisfactory to Lender in form and substance satisfactory to Lender and the applicable Approved Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Approved Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by LenderXxxxxx) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date to voluntarily defease all or any portion of the Loan remaining principal balance of the Loan, or a portion thereof solely in connection with a release of an Individual Property from the Lien of the applicable Mortgage pursuant to Section 2.5 hereof (except as otherwise provided in this Section 2.8.1(a), by and upon satisfaction of the following conditions (such event being a “Total Defeasance Event” with respect to the defeasance of the entire Loan and a “Partial Defeasance Event” with respect to a defeasance of only a portion of the Loan in connection with the release of an Individual Property pursuant to Section 2.5 hereof, in either case, each, a “Defeasance Event”): (i) Borrower shall provide not less than thirty ten (3010) days prior written notice to Lender specifying the Payment Date (with respect to a Total Defeasance Event such date being the “Total Defeasance Date” and with respect to a Partial Defeasance Event, such date being the “Partial Defeasance Date” in either case, each, a “Defeasance Date”) on which the applicable Defeasance Event will is to occur (which notice shall be revocable and the principal amount subject to modification so long as Borrower shall reimburse Lender for its actual out-of-pocket costs or expenses incurred as a result of the Loan to be defeasedsuch revocation or modification); (ii) Borrower shall pay to Lender all accrued and unpaid interest on the outstanding principal balance amount of the Note Loan being defeased to and including the Defeasance 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 in respect of the outstanding principal amount of the Loan being defeased through and including the next Payment Date, provided, however, if the applicable Partial Defeasance Collateral or Total Defeasance Collateral, as applicable, shall include (or if the U.S. Obligations purchased with such applicable Partial Defeasance Collateral or the Total Defeasance Collateral, as applicable, shall provide for payment of) all principal and interest computed from the Payment Date prior to the applicable Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest in respect of the amount of the Loan being defeased pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, each Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender the Partial Defeasance Deposit applicable to Collateral or the Total Defeasance EventCollateral, as applicable; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreementagreement in favor of Xxxxxx, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on and security interest in the Partial Defeasance Deposit and Collateral or the U.S. Obligations purchased with the Total Defeasance Deposit Collateral, as applicable, in accordance with the provisions of this Section 2.4 2.8 (the “Defeasance Security Agreement”); (viivi) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory is standard in commercial mortgage backed securitization transactions and subject only to a prudent institutional lender customary qualifications, stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable1) to the Successor Borrower, that Lender has a perfected first priority security interest in the Partial Defeasance Deposit and Collateral or the U.S. Obligations delivered by Borrower Total Defeasance Collateral, as applicable, and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms; and (2) if the Loan (or any portion thereof) is held in a REMIC Trust formed pursuant to a Securitization Securitization, such REMIC Trust will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Eventdefeasance; (viiivii) Following a rated Securitization, Borrower shall deliver confirmation in writing from the applicable a Rating Agencies Agency Confirmation with respect to such Total Defeasance Event or Partial Defeasance Event, as applicable, to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If reasonably required by the applicable Approved Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower from counsel satisfactory to Lender in form and substance satisfactory to Lender and the applicable Approved Rating Agencies; (ixviii) Borrower shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) 2.8.1 have been satisfied; (xix) Borrower shall deliver a certificate of written confirmation from an Acceptable Accountant independent certified public accountant certifying that the U.S. Obligations purchased with Total Defeasance Collateral or the Partial Defeasance Deposit generate monthly amounts equal Collateral, as applicable, is sufficient to result in payments satisfying the requirements of the definition of Total Defeasance Collateral or greater than the Scheduled Partial Defeasance PaymentsCollateral, as applicable; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; andrequest in connection with such Total Defeasance Event or Partial Defeasance Event, as applicable; (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument applicable Mortgage as provided in Section 2.5 hereof2.5.1(a)(vi) hereof (without duplication of any amounts owed pursuant to Section 2.8.1(a)(xiii), (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Approved Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses; (xii) In connection with a Partial Defeasance Event, (x) if no Componentization Notice has been delivered, the Notes shall be defeased sequentially relative to Note A and Note B in accordance with Section 2.4.4 hereof (as if such Partial Defeasance Event is a prepayment hereunder) or (y) if a Componentization Notice has been delivered, the note components shall be defeased sequentially, starting with the most senior note component, or in such other sequence as may be specified in such Componentization Notice. Subject to the preceding sentence, Lender shall prepare and Borrower shall execute all necessary documents to modify this Agreement and to amend and restate (A) each Note A and issue two substitute notes for each Note A, one note having a principal balance equal to the pro rata portion of the Release Amount (or, in the event of a Third Party Waived DSCR Release, the Third Party Waived DSCR Release Price) (or, in each instance, applicable portion thereof) for the applicable Release Property relative to the principal amount of such Note A (each, a “Note A Defeased Note”), and the other note having a principal balance equal to the excess of (1) the principal amount of such Note A existing immediately prior to the applicable Partial Defeasance Event, over (2) the amount of the related Note A Defeased Note (each, a “Note A Undefeased Note”) and (B) each Note B and issue two substitute notes for each Note B, one note having a principal balance equal to the pro rata portion of the Release Amount (or, in the event of a Third Party Waived DSCR Release, the Third Party Waived DSCR Release Price) (or, in each instance, applicable portion thereof) for the applicable Release Property relative to the principal amount of such Note B (each, a “Note B Defeased Note” and together with the Note A Defeased Note, individually and/or collectively, as the context may require, the “Defeased Note”), and the other note having a principal balance equal to the excess of (1) the principal amount of such Note B existing immediately prior to the applicable Partial Defeasance Event, over (2) the amount of the related Note B Defeased Note (each, a “Note B Undefeased Note”, and together with the Note A Undefeased Note, individually and/or collectively, as the context may require, the “Undefeased Note”). Each Defeased Note and the related Undefeased Note shall have identical terms as the applicable original Note except for the principal balance. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Defeased Note and the Undefeased Note shall not be cross-defaulted or cross-collateralized unless the Rating Agencies or Lender shall require otherwise. A Defeased Note may not be the subject of any further defeasance; and (xiii) In connection with a Partial Defeasance Event only, Borrower shall have satisfied all conditions for the release of an Individual Property in accordance with Section 2.5.1(a) hereof (or, if such Partial Defeasance Event is in connection with a Default Release, Borrower shall have satisfied all conditions for the release of an Individual Property in accordance with Section 2.5.1(c) hereof (provided, that, in either instance, Borrower shall not be required to satisfy the requirements set forth in Section 2.5.1(a)(iii)). (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Defeasance Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations Total Defeasance Collateral or the Partial Defeasance Collateral, as applicable, may be made directly to the Lockbox Account (unless otherwise directed by Lender) Lender and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided that no Event of Default shall has occurred and is then existcontinuing, on and after the date which is two years after the Start-Up Day (but only before the Optional Prepayment Date), Borrower shall have the right at any time after the Permitted Release Date to may voluntarily defease (A) all or any portion of the Loan by and upon satisfaction of the following conditions or (such event being a “Defeasance Event”): (iB) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance EventLoan, but only pursuant to Section ------- 5.1(b)(P); provided, that, for any defeasance, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”)must comply with Section --------- -------- ------- 2.11. The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees.---- (b) In connection with each Defeasance Eventthe event of any such voluntary defeasance Borrower shall give Lender written notice of its intent to defease, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Notenotice shall be given at least ten (10) days, in the case of a Defeasance Event defeasance pursuant to Section 5.1(b)(P), ------- --------- and at least thirty (30) days, in all other cases, prior to the date upon which defeasance is to be made and shall specify the Payment Date and the amount of such defeasance. If any such notice of defeasance is given, Borrower shall be required to defease the Loan or a portion thereof pursuant to Section 5.1(b)(P) on the ------- --------- specified Payment Date (unless such notice is revoked by Borrower prior to the Payment Date specified therein in which event Borrower shall immediately reimburse Lender within ten (10) calendar days after demand for the entire outstanding principal balance any reasonable costs incurred by Lender in connection with Borrower's giving of such notice and revocation). (c) Any voluntary defeasance of the Loan, Loan by Borrower is required to be made on a Payment Date. (d) Borrower shall not be permitted at any time to defease all or the Defeased Note, in the case of a Defeasance Event for only a portion any part of the outstanding principal balance of the Loan, Loan except as applicable, and expressly provided in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.2.6. -----------

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Date and prior to the Maturity Date to voluntarily defease all or of the Loan or, in the case of a release of an Individual Property (each, a "PARTIAL DEFEASANCE PROPERTY") in accordance with Section 2.5.2, any portion of the Loan by and upon satisfaction of the following conditions and the conditions set forth in Section 2.5.1 or Section 2.5.2, as applicable (such event being a “Defeasance Event”"DEFEASANCE EVENT"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance DateDate and all interest that would have accrued on the principal balance of the Loan during the portion of the Interest Accrual Period occurring after the Defeasance Date if the Defeasance Event had not occurred; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgages and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Notenotes, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Maturity Date (the “Defeased Note”"DEFEASED NOTE") and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”"UNDEFEASED NOTE"). The Defeased Note and the Undefeased Note will each be divided into Components which correspond with the Components that existed on the Note prior to the Defeasance Event. The amount of the Loan being defeased will be applied to reduce the principal balance of each Component of the Undefeased Note in the priority and method set forth in Section 2.3.4 hereof. Each Component of the Defeased Note will have an initial principal balance equal to the amount of the reduction in connection with such Defeasance Event of the corresponding Component of the Undefeased Note. The Defeased Note and Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfiedor any prepayment; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lenderLender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”"SECURITY AGREEMENT"); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that (A) any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event or (B) any grantor trust within the meaning of subpart E, part I of subchapter J of the Code will not fail to maintain its status as a grantor trust as a result of such Defeasance Event, as applicable; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not not, in and of itself, result in a downgradingdowngrade, withdrawal or qualification of the respective initial, or, if higher, then current ratings in effect immediately prior to such Defeasance Event for the Securities issued assigned in connection with any Securitization and shall pay all fees and expenses of the Securitization which are then outstandingRating Agencies incurred in connection with such confirmation. 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 AgenciesAgencies and will pay all fees and expenses of the Rating Agencies incurred in connection with the review and approval of such non-consolidation opinion; (ix) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower's independent certified public accountant certifying that the U.S. Obligations Obligation purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender and the Rating Agencies incurred in connection with the Defeasance Event, including, without limitation, (A) including any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 hereof, (B) Lender’s hereof as well as reasonable attorneys’ ' fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or under the Defeased NoteNote created pursuant to the related Defeasance Event, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the LoanLoan relating to one or more of the Partial Defeasance Properties, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note, as applicableapplicable (including, (including without limitation limitation, scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by 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 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.under

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Date and prior to voluntarily defease the Open Prepayment Date, to cause the release of all or any portion of the Loan by and upon satisfaction of the following conditions Properties (such event being a “Full Defeasance Event”):) or an individual Property (such event being a “Partial Defeasance Event”; any such Full Defeasance Event or Partial Defeasance Event is referred to herein as a "Defeasance Event") from the lien of the applicable Security Instrument and the other Loan Documents upon the satisfaction of the following conditions: (i) Borrower shall provide not less than thirty (30) days nor more than ninety (90) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and shall occur, and, in the principal amount case of a Partial Defeasance Event, specifying the Loan individual Property to be defeasedreleased (such individual Property, the “Release Parcel”); (ii) in the case of a Partial Defeasance Event, Borrower shall deliver to Lender New Appraisals of the Release Parcel and the Remaining Parcel; (iii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance 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 through and including the next Payment Date, unless the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date; (iiiiv) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Instrument and the other Loan Documents; (ivv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfiedDeposit; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower Borrower, that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that (A) Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note (in the case of a Full Defeasance Event) or the Defeased Note (as applicablein the case of a Partial Defeasance Event) to the Successor Borrower, that (B) Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that Borrower, (C) any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event, (D) the Defeasance Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Note as indebtedness for Federal income tax purposes, and (E) delivery of the Defeasance Deposit and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (viii) Borrower shall deliver confirmation in writing a Rating Agency Confirmation from each of the applicable Approved Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior with respect to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If and, if required by the applicable Approved Rating Agencies, Borrower shall also deliver or cause to be delivered (from counsel satisfactory to Lender) a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Approved Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Approved Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note or the Defeased Note, as applicable, or otherwise required to accomplish the defeasance defeasance, and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments (A) on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest through and principal payments are required under including the NoteOpen Prepayment Date and (B) in amounts equal to, (x) in the case of a Full Defeasance Event for the entire outstanding principal balance of the LoanEvent, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on each such dates Payment Date under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents Documents) together with the entire outstanding principal balance of the Note on such dates) and the Open Prepayment Date (assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Open Prepayment Date) and (y) in the case of a Partial Defeasance Event, the scheduled payments due on each such Payment Date under the Defeased Note (including, without limitation, scheduled payments of principal, interest, servicing fees (if any), and any other amounts due under the Loan Documents) together with the entire outstanding principal balance of the Defeased Note on the Open Prepayment Date (assuming the Defeased Note is prepaid in full on the Open Prepayment Date) (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account applicable Clearing Account(s) (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, as applicableDebt. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.4 2.5 and satisfy Borrower’s other obligations the Debt under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower. (c) Notwithstanding anything to the contrary contained herein, no Partial Defeasance Event shall be permitted with respect to any Release Parcel unless, simultaneously with such Partial Defeasance Event, the applicable Borrower shall transfer fee title to such Release Parcel in connection with a bona fide arms-length transaction to a third party Person that is not a Restricted Party.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Date and prior to the date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”"DEFEASANCE EVENT"): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”"DEFEASANCE DATE") on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, PROVIDED, HOWEVER, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “"Security Agreement”"); (viivi) Borrower shall deliver an opinion of counsel for Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ixviii) Borrower shall deliver an Officer’s 's Certificate certifying that the requirements set forth in this Section 2.4.1SECTION 2.5.1 (aA) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 SECTION 2.6 hereof, (B) Lender’s reasonable attorneys’ ' fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ ' fees. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Anticipated Repayment Date (the “Scheduled Defeasance Payments”"SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s 's other obligations under this Section 2.4 SECTION 2.5 and Section 2.5 hereof SECTION 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date and prior to the Permitted Par Prepayment Date to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance EventEvent on the date upon which the Defeasance Event occurs; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of from counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender statingLender that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viiivii) Borrower shall deliver confirmation in writing a Rating Agency Confirmation from each of the applicable Approved Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Approved Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion an Additional Insolvency Opinion with respect to the Successor Borrower from counsel satisfactory to Lender in form and substance satisfactory to Lender and the applicable Approved Rating Agencies; (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (xix) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant (which does not have to be a “Big Four” accounting firm, but which must be reasonably acceptable to Lender and acceptable to the Rating Agencies (Lender shall be deemed to have approved any such certificate approved by the Rating Agencies) certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Without duplication of any amounts paid by Borrower as a part of the Defeasance Deposit, Borrower shall pay all reasonable third party out-of-pocket costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any such costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the any such costs and expenses of the Approved Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable any such costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note(including, as applicablewithout limitation, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date and prior to the Permitted Par Prepayment Date to voluntarily defease all or any portion all, but not part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan is to be defeasedoccur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date, provided, however, if the Defeasance Deposit shall include (or if the U.S. Obligations purchased with such Defeasance Deposit shall provide for payment of) all principal and interest computed from the Payment Date prior to the Defeasance Date through the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Instrument and the other Loan Documents; (iv) Borrower shall deliver pay to Lender the required Defeasance Deposit applicable to for the Defeasance EventEvent and complies with and satisfies the requirements of Section 2.5.1(b) below; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (viivi) Borrower shall deliver an opinion of one or more opinions from counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender statingLender that are standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the U.S. Obligations purchased with the Defeasance Deposit and that the U.S. Obligations delivered by Security Agreement is enforceable against Borrower in accordance with its terms, and (b) the defeasance or any other transaction that occurs pursuant to the provisions of this Section 2.5.1(a) will not cause the failure of any REMIC Trust formed pursuant to a Securitization will not fail or any other entity that holds the Note to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Eventtax status; (viiivii) If required by pursuant to the applicable pooling and servicing agreement, Borrower shall deliver confirmation in writing from each of the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies;. (ixviii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 2.5.1(a) (aexcept for such, if any, as have been specifically waived in writing in connection with the Defeasance Event) have been satisfied; (xix) Borrower shall deliver a certificate of a certified public accountant reasonably acceptable to Lender (which may be an Acceptable Accountant employee of Borrower or its Affiliates) certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer assumption of the NoteNote by the Successor Borrower, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by of Servicer and any trustee, including reasonable attorneys’ feesfees and expenses. (b) In connection with each the Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit Deposit, or cause it to be used, to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, as applicable, and in amounts equal to or more than the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such datesPayment Dates) and assuming such the Note or Defeased Note, as applicable, is prepaid repaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Notwithstanding the foregoing, at Lender’s option, Lender, acting on Borrower’s behalf as Borrower’s agent and attorney-in-fact, shall use the Defeasance Deposit to purchase, or cause to be purchased, the above-referenced U.S. Obligations that Borrower is required to purchase pursuant to this Section 2.5.1(b). By depositing the Defeasance Deposit with Lender, Borrower shall thereby appoint Lender or Lender’s servicer or other agent as Borrower’s agent and attorney-in-fact, with full power of substitution, for the purpose of purchasing the U.S. Obligations with the Defeasance Deposit and delivering the U.S. Obligations to Lender. Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Account (unless otherwise directed by Lender) and applied to satisfy the Debt Service obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower. (c) If any notice of defeasance is given pursuant to Section 2.5.1(a)(i), Borrower shall be required to defease the Loan on the Defeasance Date (unless such notice is revoked by Borrower prior to the Defeasance Date in which event Borrower shall immediately reimburse Lender for any and all reasonable costs and expenses incurred by Lender in connection with Borrower’s giving of such notice and revocation).

Voluntary Defeasance. (a) Provided no Event of Default shall then exist, Borrower shall have the right at any time after the Permitted Release Defeasance Date to voluntarily defease all or any portion of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security InstrumentsInstrument, and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Open Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have identical terms identical to as the original Note, Note except that a for the principal balance. A Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations Defeasance Collateral purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel for Borrower in a form and substance that would be reasonably satisfactory to a prudent institutional lender stating, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations Defeasance Collateral and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations Defeasance Collateral delivered by Borrower and that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event and that no federal income tax will be imposed on the REMIC Trust as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstandingSecurities. 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; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.1 (a2.4.1(a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Approved Accountant certifying that the U.S. Obligations Defeasance Collateral purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, (A) any costs and expenses associated with a release of the Lien of the related applicable Security Instrument as provided in Section 2.5 hereof, (B) Lender’s reasonable attorneys’ fees and expenses, (C) the costs and expenses of the Rating Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note or the creation of the Defeased Note and the Undefeased Note, as applicable, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ fees. (b) In connection with each a Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations (the “Defeasance Collateral”), which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under up to and including the Open Date (assuming the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Loan, is prepaid in full as applicableof such Open Date and including the outstanding principal balance and accrued interest on the Loan (or such portion of the Loan in the case of a Defeasance Event of a portion of the outstanding principal balance of the Loan in accordance with the terms and conditions of this Section 2.4) as of such Open Date), and in amounts equal to all payments required after the scheduled payments due on such dates under this Agreement and the Note or the Defeased NoteDefeasance Date, as applicable, (including without limitation scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, is prepaid in full on the Permitted Prepayment Date (the “Scheduled Defeasance Payments”). Each of the U.S. Obligations that are part of the Defeasance Collateral shall be duly indorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance that would be satisfactory to a prudent institutional 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 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 authorize and direct that the payments received from the U.S. Obligations Defeasance Collateral may be made directly to the Lockbox Cash Management Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under the Note or the Defeased Note, Note (as applicable). Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations Defeasance Collateral required by this Section 2.4 and satisfy Borrower’s other obligations under this Section 2.4 and Section 2.5 hereof shall be remitted to Borrower.

Voluntary Defeasance. (a) Provided no Event of Default shall then existexist and so long as the Defeasance Lockout Date has occurred, Borrower shall have the right at any time after prior to the Permitted Release Date date voluntarily prepayments are permitted under Section 2.4.1 hereof to voluntarily defease all or any portion of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event will occur and the principal amount of the Loan to be defeased; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Note Loan to and including the Defeasance Date; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Security Instruments, Mortgage and the other Loan Documents; (iv) Borrower shall deliver to Lender the Defeasance Deposit applicable to the Defeasance Event; (v) In the event only a portion of the Loan is the subject of the Defeasance Event, Borrower shall cause Lender to prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Notenotes, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Permitted Prepayment Maturity Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical to the original Note, except that a Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.4 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.5 are satisfied; (vi) Borrower shall execute and deliver a pledge and security agreement, in a form and substance that would be reasonably satisfactory to a prudent institutional lender, lender creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with the provisions of this Section 2.4 2.5 (the “Security Agreement”); (vii) Borrower shall deliver an opinion of counsel (x) for Borrower or for Successor Borrower that is standard in a form commercial lending transactions and substance that would be reasonably satisfactory subject only to a prudent institutional lender statingcustomary qualifications, assumptions and exceptions opining, among other things, that Borrower has legally and validly transferred and assigned the U.S. Obligations and all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) to the Successor Borrower and such obligations, rights and duties are enforceable against such Successor Borrower, that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations delivered by Borrower and (y) for Lender that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall deliver confirmation in writing from the applicable Rating Agencies to the effect that such defeasance and release will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the Successor Borrower in form and substance satisfactory to Lender and the applicable Rating Agencies; (ix) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.4.12.5.1 (a) have been satisfied; (x) Borrower shall deliver a certificate of an Acceptable Accountant Borrower’s independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including, without limitation, including (A) any costs and expenses associated with a release of the Lien of the related Security Instrument Mortgage as provided in Section 2.5 2.6 hereof, (B) Lender’s reasonable attorneys’ fees and expensesexpenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses actually incurred by Servicer and any trustee, including reasonable attorneys’ feesdefeasance. (b) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using shall use the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates Payment Dates after the Defeasance Date upon which interest and principal payments are required under this Agreement and the Note, in the case of a Defeasance Event for the entire outstanding principal balance Outstanding Principal Balance of the Loan, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance Outstanding Principal Balance of the Loan, as applicable, and in amounts equal to the scheduled payments due on such dates Payment Dates under this Agreement and the Note or the Defeased Note, as applicableapplicable (including, (including without limitation limitation, scheduled payments of principal, interest, servicing fees (if any), the Rating Surveillance Charge and any other amounts due under the Loan Documents on such dates) and assuming such Note or Defeased Note, as applicable, Note is prepaid in full on the Permitted Prepayment Maturity Date (the “Scheduled Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to the Lockbox Cash Management Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under this Agreement and 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 2.4 2.5 and satisfy Borrower’s other obligations under this Section 2.4 2.5 and Section 2.5 hereof 2.6 shall be remitted to Borrower.