Common use of Defeasance Clause in Contracts

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

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

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

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

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

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

Defeasance. (i) Notwithstanding any provisions of this Section Applies if Loan is Assigned to REMIC Trust Prior 2.4 to the Cut-off Date). contrary, including, without limitation, subsection (a) This of this Section 12 will apply in the event this Note is assigned to a REMIC trust 2.4, at any time other than prior to the Cut-off Date. This Section 12 will be expiration of no effect if this Note is assigned to a the earlier of (a) the REMIC trust on Prohibition Period or after the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at forty-two (42) months after the end of Closing Date, Borrower may cause the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (A) no Event of Default shall exist under any of the Loan Documents; (B) not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s costs and expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all other sums due under the Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) (i) direct non-callable obligations of, or guaranteed as to timely payment by, the Indebtedness United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and as close as possible to (but in no event later than) all successive Scheduled Payment Dates occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due on the Maturity Date) for the balance of the term hereof (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender has a perfected security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be secured property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable to a prudent institutional lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); and (6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Pledge Agreement and reference Defeasance Collateral will be made not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSecurities. (cii) Upon compliance with the requirements of Section 9 of this Note is amended by adding a new paragraph at 2.4(b)(i), the end thereof as follows: If Borrower obtains a release of the Mortgaged Property shall be released from the lien of the Security Instrument Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (iii) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to Section 11.12 which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (B) pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance Security Agreement, except as expressly set forth in the assignment and assumption agreement. (iv) In no event shall Lender have any obligation to notify Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies a REMIC Prohibition Period is in effect with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note Loan, except that Lender shall notify Borrower if any REMIC Prohibition Period is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant in effect with respect to Section 11.12 of the Loan Agreementafter receiving any notice described in Section 2.4(b)(i)(B); provided, all Noticeshowever, demands and other communications required that the failure of Lender to so notify Borrower shall not impose any liability on Lender or permitted grant Borrower any right to be given pursuant to this Note will be given in accordance with defease the Pledge AgreementLoan during any such REMIC Prohibition Period.

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

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

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

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

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

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

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

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

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

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

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). 2.5.1 Voluntary Defeasance (a) This Section 12 will apply in Provided no Event of Default shall then exist, Borrower shall have the event this Note is assigned to a REMIC trust right at any time after the Defeasance Expiration Date and prior to the Cut-off Date. This date voluntary prepayments are permitted under Section 12 will be of no effect if this Note is assigned 2.4.1 hereof to a REMIC trust on or after the Cut-off Date or if this Note is voluntarily defease all, but not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 part, of the Loan by and upon satisfaction of the following conditions (such event being a “Defeasance Event”): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the Payment Date (the “Defeasance Date”) on which the Defeasance Event is to occur; (ii) Borrower shall pay to Lender all accrued and unpaid interest on the principal balance of the Loan to and including the Defeasance Date. If for any reason the Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the Payment Date immediately preceding the next Payment Date, provided, however, if the Defeasance Deposit shall include short-term interest computed from the date of such prepayment through to the next succeeding Payment Date, Borrower shall not be required to pay such short term interest pursuant to this sentence; (iii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Agreement, the Indebtedness will be secured by Mortgage and the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. Loan Documents; (civ) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to shall use the Defeasance Closing DateDeposit to purchase U.S. Obligations in accordance with Section 2.5.1(b) below; (v) Borrower shall execute and deliver a pledge and security agreement, whether discovered before or after in form and substance that would be reasonably satisfactory to a prudent lender creating a first priority lien on the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness Deposit and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies U.S. Obligations purchased with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given Defeasance Deposit in accordance with the Pledge provisions of this Section 2.5 (the “Security Agreement.”);

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

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Section 12 will apply in Conditions to Defeasance. Provided no Event of Default shall be continuing, Borrowers shall have the event this Note is assigned to a REMIC trust right on any Payment Date after the Release Date and prior to the CutPermitted Prepayment Date to voluntarily defease the entire amount of the Principal (a “Full Defeasance”) or a portion of the Principal (a “Partial Defeasance”) (any such Full Defeasance or Partial Defeasance, a “Defeasance”) by providing Lender with the Defeasance Collateral (a “Defeasance Event”), subject to the satisfaction of the following conditions precedent: (1) Borrowers shall give Lender not less than thirty (30) days prior written notice specifying a Payment Date (the “Defeasance Date”) on which the Defeasance Event is to occur; (2) Borrowers shall pay to Lender (A) all payments of Principal and interest due on the Loan to and including the Defeasance Date and (B) all other sums, then due under the Note, this Agreement and the other Loan Documents; (3) Borrowers shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of subsections (b) and (c) of this Section 2.3.3; (4) Borrowers shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (5) Borrowers shall deliver to Lender an opinion of counsel for Borrowers that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral, (ii) if a securitization has occurred, the REMIC Trust formed pursuant to such securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of a Defeasance Event pursuant to this Section 2.3.3, (iii) the Defeasance Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes, (iv) delivery of the Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law and (v) a non-off Dateconsolidation opinion with respect to the Successor Borrower; (6) In the case of a Partial Defeasance, the execution and delivery by Borrowers of all necessary documents to amend and restate the Note and issue two substitute notes: one having a principal balance equal to the defeased portion of the original Note (the “Defeased Note”) and the other having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”). This The Defeased Note and Undefeased Note shall have terms identical to the terms of the Note, except for the principal balance and a pro rata allocation of the Monthly Debt Service Payment Amount. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to “Note” shall be deemed to mean the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any further Defeasance; (7) Borrowers shall deliver to Lender a Rating Comfort Letter as to the Defeasance Event; (8) Borrowers shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 12 2.3.3 have been satisfied; (9) Borrowers shall deliver a certificate of a “big four” or other nationally recognized public accounting firm acceptable to Lender certifying that the Defeasance Collateral will be generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (10) Borrowers shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (11) Borrowers shall pay all costs and expenses of no effect if this Note is assigned to a REMIC trust on or after Lender incurred in connection with the Cut-off Date or if this Note is not assigned to a REMIC trustDefeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) Section 5 of this Note is amended by adding a new paragraph Defeasance Collateral Account. On or before the date on which Borrowers deliver the Defeasance Collateral, Borrowers shall open at any Eligible Institution the end of defeasance collateral account (the Section “Defeasance Collateral Account”) which shall at all times be an Eligible Account. The Defeasance Collateral Account shall contain only (i) Defeasance Collateral, and (ii) cash from interest and principal paid on the Defeasance Collateral. All cash from interest and principal payments paid on the Defeasance Collateral shall be paid over to Lender on each Payment Date and applied first to accrued and unpaid interest and then to Principal. Any cash from interest and principal paid on the Defeasance Collateral not needed to pay accrued and unpaid interest or Principal shall be retained in the Defeasance Collateral Account as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to additional collateral for the Indebtedness. (c) Section 9 of this Note Loan. Borrowers shall cause the Eligible Institution at which the Defeasance Collateral is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument deposited to enter an agreement with Borrowers and Lender, satisfactory to Lender in its sole discretion, pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior which such Eligible Institution shall agree to hold and distribute the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given Collateral in accordance with this Agreement. The Successor Borrower shall be the Pledge Agreementowner of the Defeasance Collateral Account and shall report all income accrued on Defeasance Collateral for federal, state and local income tax purposes in its income tax return. Borrowers shall prepay all cost and expenses associated with opening and maintaining the Defeasance Collateral Account. Lender shall not in any way be liable by reason of any insufficiency in the Defeasance Collateral Account.

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

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

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

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This Subject to Sections 13.1(b) and 13.2, ---------- ---------------- ---- the Issuer at any time may terminate (i) all its obligations under this Indenture, the Bonds and the other Financing Documents which the Bonds enjoy the benefit of, and may terminate the Liens of the Security Documents on the Collateral to the extent 133 that such Liens run to the benefit of the Trustee, the Holder or other agents under this Indenture, including the Securities Intermediary (a "Legal ----- Defeasance"), or (ii) its obligations under any of their covenants under this ---------- Indenture, the Bonds and the other Financing Documents which the Bonds enjoy the benefit of, other than under Sections 4.1(a) and 4.2(a) and their obligation to --------------- ------ make payments on the Bonds pursuant to Section 12 will apply 2.11, and may terminate the Liens ------------ of the Security Documents on the Collateral to the extent that such Liens run to the benefit of the Trustee, the Holders or other agents under this Indenture, including the Securities Intermediary (a "Covenant Defeasance"). With respect to ------------------- any Covenant Defeasance, except as specified in clause (ii) of the preceding sentence, the remainder of this Indenture and the Bonds shall be unaffected thereby. The Issuer may exercise a Legal Defeasance notwithstanding the prior exercise of a Covenant Defeasance. If the Issuer exercises a Legal Defeasance, payment of the Bonds may not be accelerated due to an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Issuer, the Trustee (x) shall acknowledge in writing the discharge of the obligations terminated by the Issuer, (y) shall execute (or cooperate in the event this Note is assigned execution of) documents and deliver (or cooperate in the delivery of) such instruments in writing as shall be required by the Issuer to a REMIC trust prior reconvey, release, assign and deliver to the Cut-off DateIssuer any and all of the Trustee's interest in the Indenture Collateral and the Collateral, and the right, title and interest in and to any and all rights conveyed, assigned or pledged to the Trustee or otherwise subject to this Indenture and (z) shall turn over to the Issuer upon request all balances then held by it hereunder. This Section 12 will be Covenant Defeasance, as effected hereby, means that the Issuer may omit to comply with and shall have no liability in respect of no effect if any term, condition or limitation set forth under any of the covenants in this Note is assigned Indenture except as set forth herein above, whether directly or indirectly by reason of any reference elsewhere herein to a REMIC trust on any such covenant or after the Cut-off Date to any other provision herein or if this Note is not assigned to a REMIC trustin any other document. (b) Notwithstanding Section 5 of this Note is amended by adding a new paragraph at 13.1(a) above, the end obligations of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release --------------- Issuer pursuant to Sections 2.8, 2.9, 2.10, 2.11 and 9.5 shall survive until the ------------ --- ---- ---- --- Bonds have been paid in full. Thereafter, the obligations of the Mortgaged Property from the lien of the Security Instrument Issuer pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.9.5 shall survive. -----------

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This At any time after the date which is the earlier of (x) two years after the "startup day," within the meaning of Section 12 860G(a)(9) of the IRC, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the IRC (a "REMIC"), that holds the MHP Notes (if the MHP Notes have been ----- transferred to a REMIC prior to September 23, 1998) and (y) September 23, 2000, but prior in either case to the Optional Prepayment Date, MHP may defease such Lien to cause the release of one or more of the MHP Properties from such Lien by providing the Lender with funds in an amount equal to the Defeasance Deposit for that portion of the MHP Notes which MHP wishes to defease, upon the satisfaction of the following conditions: (i) not less than 30 days' notice to the Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is to be made; (ii) the payment to the Lender of interest accrued and unpaid on the principal balance of the MHP Notes and all other MHP Debt due through and including the Release Date; (iii) the payment to the Lender of the Defeasance Deposit; and (iv) the delivery to the Lender of: (A) a security agreement (the "Defeasance Security ------------------- Agreement"), in form and substance satisfactory to the --------- Lender, creating a first priority perfected security interest in favor of the Lender in the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this subsection (a) (together, the "Defeasance ---------- 20 Collateral"); ---------- (B) form(s) of release of the MHP Property(ies) to be released from the Lien of the Security Documents (for execution by the Lender) appropriate for the jurisdiction(s) in which such MHP Property(ies) are located; (C) an Officer's Certificate certifying that the requirements set forth in subsections (a) (ii)-(iv) have been satisfied; (D) an opinion of counsel for MHP (which may be a "reasoned" opinion), in form and substance satisfactory to the Lender, that (i) the transfer of the Defeasance Collateral in exchange for release(s) of the MHP Property(ies) to be released will apply not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event this Note is of a filing of a petition for relief under the United States Bankruptcy Code for or against MHP, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 1001 of the IRC, (v) such transfer will not, by itself, adversely affect the status of the Securities as indebtedness for federal income tax purposes and (vi) such transfer will not adversely affect the status of the entity holding the MHP Debt as a REMIC trust (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the applicable MHP Note(s) was transferred to such REMIC not later than two years prior to the Cut-off Release Date. This Section 12 ); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be of no effect if this Note is assigned to a REMIC trust on or maintained for the twelve full months commencing immediately after the Cut-off Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or if with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by MHP pursuant to this Note Section 2.3(a) and then held as security for the MHP Notes for such period; and (H) If the defeasance is not assigned to made after the Securitization, the Rating Agencies deliver a REMIC trustRating Comfort Letter. (b) Section 5 of this Note is amended by adding a new paragraph at If, following the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged subject MHP Property(ies), less than all of the MHP Properties and the SC Property shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price of the MHP Property(ies) to be released from the lien Lien of the Security Instrument Documents on such Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the MHP Notes but shall provide for a mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 11.12 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, MHP may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the Loan Agreementtype referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio. If any MHP Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the Indebtedness will payments provided for in this subsection (b) shall be secured by the Pledge Agreement and reference will be made equal to the Pledge Agreement greater of (A) the Release Price and (B) the lesser of (x) the Defeasance Deposit and (y) the net Condemnation Proceeds or the net Insurance Proceeds received on account of such MHP Property. The Lender shall deliver such U.S. Obligations to the Servicer for other rights application pursuant to Sections 4.3(B) and 7.9.3(A) of Lender as to collateral for the IndebtednessCash Management Procedures. (c) Section 9 If, as a result of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien subject MHP Property(ies), all of the Security Instrument pursuant to Section 11.12 of MHP Properties and the Loan AgreementSC Property shall have been released, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to Lender shall use the Defeasance Closing DateDeposit to purchase U.S. Obligations that provide, whether discovered before together with any U.S. Obligations purchased in connection with any prior releases of MHP Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will Release Date that would be ▇▇▇▇▇▇’s exercise of its rights and remedies required with respect to an assumed promissory note in a principal amount equal to the collateral held by ▇▇▇▇▇▇ under aggregate outstanding principal balance of the Pledge Agreement MHP Notes and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as security the MHP Notes but shall provide for the Indebtednessmandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9.3(A) of the Cash Management Conditions. (d) Upon compliance with the requirements of this Section 21(a2.3, the MHP Property(ies) to be released shall be released from the Lien of the Security Documents and the SC Security Documents and shall not be deemed an MHP Property hereunder; the U.S. Obligations shall constitute substitute collateral which, together with the Security Documents applicable to the remaining MHP Properties, shall secure the MHP Debt. (e) If all the MHP Properties and the SC Property have been released pursuant to the provisions of Section 2.3 of the SC Loan Agreement, MHP may assign its obligations under the MHP Notes together with the U.S. Obligations relating thereto to a successor entity (the "Successor Entity") designated by ---------------- NACC and thereupon be released fully from all obligations relating to the MHP Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Note is amended by adding a new paragraph at Section 2.3 shall provide that upon such assignment, the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Collateral will not be part of the Mortgaged Property from the lien estate of MHP under Section 541 of the Security Instrument pursuant United States Bankruptcy Code. NACC shall retain its obligation to Section 11.12 designate a Successor Entity notwithstanding the transfer of the Loan MHP Notes and the SC Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by MHP, the Successor Entity shall assume MHP's obligations under the MHP Notes and the Defeasance Security Agreement, all NoticesMHP shall be relieved of its obligations thereunder and the MHP Debt and the SC Debt shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, demands and other communications required MHP shall also deliver or permitted cause to be given pursuant delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Note will be given Section 2.3, "Defeasance Deposit" shall mean ------------------ an amount in accordance with cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the Pledge Agreement.payments required under subsections (b) or (c), as the case may be,

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

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior A. Notwithstanding anything to the Cut-off Date). contrary contained in this Note, the Instrument or the Loan Documents, at any time (ax) This after the earlier of the 42nd month after the date hereof or the second (2nd) anniversary of the date that is the "STARTUP DAY," within the meaning of Section 12 will apply in 860G of the event Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "CODE") of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code, that holds this Note and (y) before the date which is assigned to a REMIC trust ninety (90) days prior to the Cut-off Date. This Section 12 will be Maturity Date (the "PERMITTED PREPAYMENT DATE"); and provided (unless Lender shall otherwise consent, in its sole discretion) no event of no effect if this Note default has occurred and is assigned continuing, Borrower shall have the right to a REMIC trust on or after obtain the Cut-off Date or if this Note is not assigned to a REMIC trust. (b) Section 5 of this Note is amended by adding a new paragraph at the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 and the other Loan Documents (such release, the "DEFEASANCE") upon the satisfaction of the Loan Agreementfollowing conditions precedent (all of which conditions shall become covenants upon occurrence of the Defeasance): (i) Borrower shall provide to Lender not less than 30 days' prior written notice specifying a Payment Date on which the Defeasance Deposit (hereinafter defined) is to be made (the date so specified may be referred to as the "DEFEASANCE ELECTION DATE"). (ii) Borrower shall pay to Lender on the Defeasance Election Date all interest accrued and unpaid on the outstanding principal amount of this Note to the Defeasance Election Date and the scheduled principal amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable under this Note, the Indebtedness Instrument and the other Loan Documents. (iii) Borrower shall irrevocably deposit with Lender an amount of U.S. Government Securities (hereinafter defined) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due dates of the payments owing hereunder, cash in an amount sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to Lender (the "CPA CERTIFICATE"), to pay and discharge the Scheduled Defeasance Payments (hereinafter defined). The securities so deposited, together with any interest or other increase from the issuer of the securities earned thereon and any replacements thereof, shall be secured by referred to herein as the Pledge Agreement and reference will "DEFEASANCE DEPOSIT." (iv) Borrower shall cause the following to be made delivered to Lender on or prior to the Pledge Agreement for other rights of Defeasance Election Date, all in form and substance satisfactory to Lender as in its reasonable discretion: (a) a security agreement, in form and substance satisfactory to collateral for Lender, creating a first priority lien on the Indebtedness.Defeasance Deposit (the "DEFEASANCE SECURITY AGREEMENT"); (b) the CPA Certificate; (c) Section 9 a certificate of Borrower certifying that all requirements for the Defeasance set forth herein have been satisfied; (d) an opinion of counsel for Borrower in form and substance satisfactory to Lender to the effect that (i) Lender has a perfected first priority security interest in the Defeasance Deposit, and (ii) the holder of this Note is amended by adding will not recognize income, gain or loss for United States federal income tax purposes as a new paragraph result of the defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the end thereof same times as follows: If Borrower obtains would have been the case if the Defeasance had not occurred, and (iii) any holder, trustee or custodian of this Note which is a release "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" within the meaning of Section 860D of the Mortgaged Code will not fail to maintain its status as such as a result of the Defeasance; (e) evidence in writing from the applicable rating agencies for any securitization transaction of which this Note is a part, to the effect that the Defeasance will not result in a downgrading, withdrawal, or qualification of the ratings in effect immediately prior to such Defeasance for the then-outstanding securities issued in connection with such securitization; (f) evidence satisfactory to Lender that suitable arrangements have been made to maintain the existence of Borrower during the time thereafter when the Note shall be outstanding; and (g) such other certificates, documents or instruments as Lender may reasonably request or as may be required by the rating agencies referred to above. (v) Either (i) Borrower shall deliver to Lender a certificate stating that at all times following the Defeasance, Borrower shall have no interest in any assets other than the Defeasance Deposit, or (ii) Borrower shall satisfy all of the requirements of Section C below. (vi) Borrower shall pay to Lender all reasonable out-of-pocket costs and expenses (including, without limitation, attorneys' fees and disbursements) incurred or anticipated to be incurred by Lender in connection with the Defeasance. B. Upon compliance with the requirements of Section A above, Lender shall cause the Property to be released from the lien of the Security Instrument Instrument, the obligations hereunder and under the other Loan Documents with respect to the Property shall no longer be applicable, the balance of each Subaccount shall be disbursed to Borrower and the Defeasance Deposit shall be the sole source of collateral securing this Note. Lender shall apply the Defeasance Deposit and the payments received therefrom to the payment of all scheduled principal and interest payments due on all successive payment dates under this Note after the Defeasance Election Date and the payment due on the maturity date specified in this Note (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to Section 11.12 the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from the Defeasance Deposit shall be made directly to Lender and applied to satisfy the obligations of Borrower under this Note. C. If, after the Loan AgreementDefeasance, Borrower will have no personal liability own any assets other than the Defeasance Deposit, Borrower shall establish or designate a single-purpose, bankruptcy-remote successor entity acceptable to Lender (the "SUCCESSOR BORROWER"), with respect to which a non-consolidation opinion satisfactory in form and substance to Lender and any applicable rating agencies shall be delivered to Lender and such rating agencies (if such a non-consolidation opinion was required of Borrower in connection with the origination of the indebtedness secured hereby) in which case Borrower shall transfer and assign to the Successor Borrower all obligations, rights and duties under this Note or and the Pledge Agreement for Defeasance Security Agreement, together with the repayment of pledged Defeasance Deposit. The Successor Borrower shall assume the Indebtedness or for the performance of any other obligations of Borrower under this Note or and the Pledge Agreement Defeasance Security Agreement, and Borrower shall be relieved of its obligations hereunder and thereunder. Borrower shall pay not less than $1,000 to the Successor Borrower as consideration for assuming such Borrower obligations. D. As used herein, the term "U.S. GOVERNMENT SECURITIES" shall mean securities that are (other than any liability under Section 6.12 or Section 10.02 i) direct obligations of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse United States of America for the satisfaction full and timely payment of which its full faith and credit is pledged or (ii) obligations of an entity controlled or supervised by and acting as an agency or instrumentality and guaranteed as a full faith and credit obligation which shall be fully and timely paid by the United States of America, which in either case are not callable or redeemable at the option of the Indebtedness and issuer thereof (including a depository receipt issued by a bank (as defined in Section 3(a)(2) of the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies United States Securities Act)) as custodian with respect to the collateral any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by ▇▇▇▇▇▇ under the Pledge Agreement as security such custodian for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release account of the Mortgaged Property holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the lien amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Security Instrument pursuant to Section 11.12 securities or the specific payment of principal of or interest on the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreementsecurities evidenced by such depository receipt.

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

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

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

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

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

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

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This At any time after the date which is the earlier of (i) two years after the "startup day," within the meaning of Section 12 860G(a)(9) of the IRC, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the IRC (a "REMIC"), that holds the Note (if the Note has been transferred to a ----- REMIC prior to January 11, 1999) and (ii) January 11, 2001, but prior in either case to the Optional Prepayment Date, and provided no Event of Default has occurred and is continuing (other than an Event of Default that will apply be cured by the release of a Property or Properties from the Lien of the Security Documents pursuant to the provisions of clause (e) of Section 4.1A), the Borrower may defease such Lien to cause the release of one or more Properties from such Lien by providing the Lender with funds in an amount equal to the Defeasance Deposit for that portion of the Note which the Borrower wishes to defease, upon the satisfaction of the following conditions: (i) not less than 30 days' notice to the Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is to ------------ be made; (ii) the payment to the Lender of interest accrued and unpaid on the principal balance of the Note and all other Debt due through and including the Release Date; (iii) the payment to the Lender of the Defeasance Deposit; and (iv) the delivery to the Lender of: (A) a security agreement (the "Defeasance Security Agreement"), ----------------------------- in form and substance satisfactory to the Lender, creating a first priority perfected security interest in favor of the Lender in the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this subsection (a) (together, the "Defeasance Collateral"); ---------- ---------- (B) form(s) of release of the Property(ies) to be released from the Lien of the Security Documents (for execution by the Lender) appropriate for the jurisdiction(s) in which such Property(ies) are located; (C) an Officer's Certificate certifying that the requirements set forth in subsections (a) (ii)-(iv) have been satisfied; (D) an opinion of counsel for the Borrower (which may be a "reasoned" opinion), in form and substance satisfactory to the Lender, that (i) the transfer of the Defeasance Collateral in exchange for release(s) of the Property(ies) to be released will not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event this Note is of a filing of a petition for relief under the United States Bankruptcy Code for or against the Borrower, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 1001 of the IRC, (v) such transfer will not, by itself, adversely affect the status of the Securities as indebtedness for federal income tax purposes and (vi) such transfer will not adversely affect the status of the entity holding the Debt as a REMIC trust (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the Note was transferred to such REMIC not later than two years prior to the Cut-off Release Date. This Section 12 ); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be of no effect if this Note is assigned to a REMIC trust on or maintained for the twelve full months commencing immediately after the Cut-off Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or if with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by the Borrower pursuant to this Section 2.3(a) and then held as security for the Note for such period; and (H) If the defeasance is not assigned to made after the Securitization, the Rating Agencies deliver a REMIC trustRating Comfort Letter. (b) Section 5 of this Note is amended by adding a new paragraph at If, following the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property subject Property(ies), less than all of the Properties shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price(s) of the Property(ies) to be released from the lien Lien of the Security Instrument Documents on such Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 11.12 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, the Borrower may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the Loan Agreementtype referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G). If any Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the Indebtedness will payments provided for in this subsection (b) shall be secured by the Pledge Agreement and reference will be made equal to the Pledge Agreement greater of (A) the Release Price and (B) the lesser of (x) 125% of the Release Price and (y) the net Condemnation Proceeds or the net Insurance Proceeds received on account of such Property. The Lender shall deliver such U.S. Obligations to the Servicer for other rights application pursuant to Sections 4.3(B) and 7.9(A) of Lender as to collateral for the IndebtednessCash Management Procedures. (c) Section 9 If, as a result of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien subject Property(ies), all of the Security Instrument pursuant to Section 11.12 of Properties shall have been released, the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to Lender shall use the Defeasance Closing DateDeposit to purchase U.S. Obligations that provide, whether discovered before together with any U.S. Obligations purchased in connection with any prior releases of Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will Release Date that would be ▇▇▇▇▇▇’s exercise of its rights and remedies required with respect to an assumed promissory note in a principal amount equal to the collateral held aggregate outstanding principal balance of the Note and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by ▇▇▇▇▇▇ under the Pledge Agreement as security Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9(A) of the IndebtednessCash Management Procedures. (d) Upon compliance with the requirements of this Section 21(a2.3, each Property to be released shall be released from the Lien of the Security Documents and shall not be deemed a Property hereunder, and the U.S. Obligations shall constitute substitute collateral, which, together with the Security Documents applicable to the remaining Properties, shall secure the Debt. (e) If all the Properties have been released, the Borrower may assign its obligations under the Note together with the U.S. Obligations to a successor entity (the "Successor Entity") designated by the Lender and thereupon be ---------------- released fully from all obligations relating to the Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Note is amended by adding a new paragraph at Section 2.3 shall provide that upon such assignment the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Collateral will not be part of the Mortgaged Property from the lien estate of the Security Instrument pursuant to Borrower under Section 11.12 541 of the Loan United States Bankruptcy Code. The Lender shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by the Borrower, such Successor Entity shall assume the Borrower's obligations under the Note and the Defeasance Security Agreement, all Noticesthe Borrower shall be relieved of its obligations thereunder and the Debt of the Borrower shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, demands and other communications required the Borrower shall also deliver or permitted cause to be given delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Section 2.3, "Defeasance Deposit" shall mean an ------------------ amount in cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the payments required under subsections (b) or (c), as the case may be, plus any costs and expenses incurred or to be incurred in making such purchase and (ii) to make the additional monthly payments necessary to cause the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G) to be satisfied; "U.S. Obligations" shall mean obligations ---------------- or securities not subject to prepayment, call or early redemption which are direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America; and "Defeasance Debt Service Coverage -------------------------------- Ratio" shall mean, in respect of any fiscal period, the ratio of (i) Net - ----- Operating Income for such period of the Properties remaining after a defeasance pursuant to this Section 2.3 to (ii) the difference between (x) Debt Service Expense for such period and (y) the payments to be received from or with respect to U.S. Obligations then held as security for the Note will be given in accordance with for such period, including, without limitation, U.S. Obligations purchased by the Pledge AgreementBorrower pursuant to the third sentence of subsection (b) above.

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

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

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

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

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

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

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

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This At any time after the date which is the earlier of (x) two years after the "startup day," within the meaning of Section 12 860G(a)(9) of the IRC, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the IRC (a "REMIC"), that holds the SC Note (if the SC Note has been ----- transferred to a REMIC prior to September 23, 1998) and (y) September 23, 2000, but prior in either case to the Optional Prepayment Date, SC may defease such Lien to cause the release of the SC Property from such Lien by providing the Lender with funds in an amount equal to the Defeasance Deposit upon the satisfaction of the following conditions: (i) not less than 30 days' notice to the Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is to ------------ be made; (ii) the payment to the Lender of interest accrued and unpaid on the principal balance of the SC Note and all other SC Debt due through and including the Release Date; (iii) the payment to the Lender of the Defeasance Deposit; and (iv) the delivery to the Lender of: (A) a security agreement (the "Defeasance Security ------------------- Agreement"), in form and substance satisfactory to the --------- Lender, creating a first priority perfected security interest in favor of the Lender in the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this subsection (a) (together, the "Defeasance Collateral"); --------------------- (B) form of release of the SC Property (for execution by the Lender) appropriate for the jurisdiction in which the SC Property is located; (C) an Officer's Certificate certifying that the requirements set forth in subsections (a) (ii)-(iv) have been satisfied; (D) an opinion of counsel for SC (which may be a "reasoned" opinion), in form and substance satisfactory to the Lender, that (i) the transfer of the Defeasance Collateral in exchange for release of the SC Property will apply not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event this Note is of a filing of a petition for relief under the United States Bankruptcy Code for or against SC, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 1001 of the IRC, (v) such transfer will not, by itself, adversely affect the status of the Securities as indebtedness for federal income tax purposes and (vi) such transfer will not adversely affect the status of the entity holding the SC Debt as a REMIC trust (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the SC Note was transferred to such REMIC not later than two years prior to the Cut-off Release Date. This Section 12 ); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be of no effect if this Note is assigned to a REMIC trust on or maintained for the twelve full months commencing immediately after the Cut-off Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the MHP Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) the MHP Debt Service Expense for such period and (ii) the payments received for such period from or if this Note with respect to U.S. Obligations then held as security for the MHP Notes; and (H) If the defeasance is not assigned to made after the Securitization, the Rating Agencies deliver a REMIC trustRating Comfort Letter. (b) If, following the release of the SC Property, less than all of the MHP Properties shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to the lesser of (A) 125% of the Release Price and (B) the greater of (i) 100% of the outstanding principal amount of the SC Note and interest accrued and unpaid thereon or (ii) the sale proceeds or other cash distributable to MHP pursuant to Section 5 4.06 of the Amended and Restated Agreement of Limited Partnership of SC (which Section, together with Section 7.03 thereof, SC shall not amend without the prior consent of the Lender). Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the SC Note but shall provide for a mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Note is amended by adding a new paragraph Section 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, SC may, at its election, purchase U.S. Obligations for delivery to the end Servicer that provide additional payments of the type referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio. If the SC Property is released pursuant to this Section 2.3 as follows: a result of a condemnation or casualty, the payments provided for in this subsection (b) shall be equal to the greater of (A) the Release Price and (B) the lesser of (x) 125% of the Release Price and (y) the net Condemnation Proceeds or the net Insurance Proceeds received on account of the SC Property. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9.3(A) of the Cash Management Procedures. (c) If, as a result of the release of the SC Property, all of the MHP Properties and the SC Property shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide, together with any U.S. Obligations purchased in connection with any prior releases of the MHP Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to the outstanding principal balance of the SC Note and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the SC Note but shall provide for a mandatory prepayment thereof on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9.3(A) of the Cash Management Conditions. (d) Upon compliance with the requirements of this Section 2.3, the SC Property and each of the MHP Properties shall be released from the Lien of the Security Documents; the U.S. Obligations shall constitute substitute collateral which shall secure the SC Debt. (e) If ▇the SC Property has been released and the MHP Properties have been released pursuant to the provisions of Section 2.3 of the MHP Loan Agreement, SC may assign its obligations under the SC Note together with the U.S. Obligations relating thereto to a successor entity (the "Successor Entity") ---------------- designated by NACC and thereupon be released fully from all obligations relating to the SC Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Section 2.3 shall provide that upon such assignment, the Defeasance Collateral will not be part of the estate of SC under ▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness. (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇ ▇▇ ▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇ ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtedness. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains Bankruptcy Code. NACC shall retain its obligation to designate a release Successor Entity notwithstanding the transfer of the Mortgaged Property from SC Note unless such obligation is specifically assumed by the lien transferee. In consideration for the payment of $1,000 by SC, the Successor Entity shall assume SC's obligations under the SC Note and the Defeasance Security Agreement, SC shall be relieved of its obligations thereunder and the SC Debt shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, SC shall also deliver or cause to be delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Section 2.3, "Defeasance Deposit" shall mean ------------------ an amount in cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the payments required under subsections (b) or (c), as the case may be, plus any costs and expenses incurred or to be incurred in making such purchase and (ii) to make the additional monthly payments necessary to cause the Defeasance Debt Service Coverage Ratio to be satisfied; "U.S. Obligations" shall mean obligations or securities not subject to ---------------- prepayment, call or early redemption which are direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or any agency or instrumentality of the Security Instrument pursuant to Section 11.12 United States of America, the obligations of which are backed by the full faith and credit of the Loan AgreementUnited States of America; and "Defeasance Debt Service Coverage Ratio" shall mean, all Noticesin -------------------------------------- respect of any fiscal period, demands the ratio of (i) the MHP Net Operating Income for such period to (ii) the difference between (x) the MHP Debt Service Expense for such period and other communications required or permitted (y) the payments to be given pursuant received for such period from or with respect to this Note will be given in accordance with U.S. Obligations then held as security for the Pledge AgreementMHP Notes.

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

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

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

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

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior a) At any time other than during the continuance of the Prepayment Period for a Series of Outstanding Term Notes, upon 10 Business Days’ notice to the Cut-off Date).Indenture Trustee, the Issuer may obtain the release from all covenants of this Indenture relating to the ownership and (a) This Section 12 will apply all interest accrued and unpaid on the Class Principal Balance of each Class of Outstanding Term Notes to but not including the Defeasance Date (and if the Defeasance Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (b) all other sums then due under each Class of Term Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) U.S. government securities providing for payments equal to the Scheduled Defeasance Payments with respect to each Series of then Outstanding Term Notes. In addition, the Issuer shall deliver to the Servicer on behalf of the Indenture Trustee (1) a security agreement granting the Indenture Trustee a first priority perfected security interest in the event this Note is assigned to a REMIC trust prior U.S. government securities so delivered by the Issuer, (2) an Opinion of Counsel as to the Cut-off Dateenforceability and perfection of such security interest, (3) a confirmation by an Independent certified public accounting firm that the U.S. government securities so delivered are sufficient to pay all Scheduled Defeasance Payments with respect to each Series of Outstanding Notes, and (4) a Rating Agency Confirmation. This Section 12 will The Issuer, pursuant to the security agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to a REMIC trustIssuer under the Notes and the other Transaction Documents. (b) Section 5 If the Asset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Issuer shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee (with respect to which (i) a substantive non-consolidation Opinion of this Note is amended by adding a Counsel has been delivered to the Indenture Trustee and (ii) an Opinion of Counsel has been delivered to the Indenture Trustee that the Issuer will not be required to register as an investment company under the Investment Company Act), and to transfer to that entity the pledged U.S. government securities. The new paragraph at entity shall assume the end obligations of the Section Issuer under the Notes being defeased and the security agreement and the Obligors and the Guarantor shall be relieved of their obligations in respect thereof under the Transaction Documents. The Issuer shall pay $10 to such new entity as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement consideration for other rights of Lender as to collateral for the Indebtednessassuming such obligations. (c) If the Issuer satisfies the requirements of Section 9 2.11(a) to defease the Notes and delivers to the Indenture Trustee an Officer’s Certificate of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains Issuer and an Opinion of Counsel in compliance with Section 15.01, the Indenture Trustee shall promptly execute, acknowledge and deliver to the Obligors a release of the Mortgaged Property from Collateral under the lien applicable Transaction Documents in recordable form to the extent applicable for such release; provided that the Obligors shall, at their sole expense, prepare any and all documents and instruments necessary to effect such release, all of which shall be subject to the reasonable approval of the Security Instrument pursuant to Section 11.12 Indenture Trustee, and the Obligors shall pay all costs reasonably incurred by the Indenture Trustee (including, but not limited to, reasonable attorneys’ fees and disbursements) in connection with the review, execution and delivery of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior documents and instruments necessary to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of effect such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the Indebtednessrelease. (d) Section 21(a) of this Note is amended by adding a new paragraph at the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices, demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the Pledge Agreement.

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

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

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

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

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

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

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This In the event Borrower exercises its option to defease the Loan pursuant to Section 12 will apply 2.6 or is obligated to make a mandatory defeasance pursuant to Section 2.7(a), Borrower shall defease the Loan in compliance with the following conditions precedent: (i) the delivery by Borrower of not less than 30 days' prior written notice to Lender specifying a regularly scheduled Payment Date (the "Defeasance Date") on which the Defeasance Deposit is to be made and the principal amount to be defeased; (ii) the payment to Lender of all scheduled interest and principal payments due and unpaid on the Defeasance Date; (iii) with respect to defeasance of the Loan in whole pursuant to Section 2.6 only, the payment to Lender of all other sums due under the Note, the Mortgages and the other Loan Documents; (iv) with respect to defeasance of the Loan pursuant to Section 2.7(a) only, payment of all other amounts due under the Related Mortgage; (v) the payment to Lender of the Defeasance Deposit on the Defeasance Date; (vi) the delivery to Lender of: (A) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations purchased on behalf of Borrower with the Defeasance Deposit in accordance with this provision of this Section 8.30 (the "Security Agreement"); 104 100 (B) with respect to defeasance of the Loan in whole pursuant to Section 2.6 only, releases for each of the Individual Properties from the Liens of the Related Mortgages, the Assignments of Leases, the Assignments of Agreements and UCC-1 financing statements (for execution by Lender) in forms appropriate for the jurisdiction in which each Individual Property is located; (C) with respect to defeasance of the Loan pursuant to Section 2.7(a) only, the releases described in Section 2.11(a) (for execution by Lender) in forms appropriate for the jurisdiction in which the applicable Individual Property is located; (D) an Officer's Certificate certifying that the requirements set forth in this Section 8.30 have been satisfied; (E) an opinion of counsel for Borrower in form reasonably satisfactory to Lender stating, among other things, that Lender has a perfected security interest in the event this Note is assigned Defeasance Deposit and a first priority perfected security interest in the U.S. Obligations purchased by Lender on behalf of Borrower; and (F) such other certificates, documents or instruments as Lender may reasonably request, including, without limitation, an opinion of counsel for Borrower in form reasonably satisfactory to Lender stating that such defeasance shall not affect the REMIC status of the REMIC Trust, and any other certificates, documents or instruments reasonably required in connection with a REMIC trust Securitization; and (vii) Lender shall have received confirmation in writing from the applicable Rating Agencies that such defeasance will not result in a qualification, withdrawal or downgrading of the ratings in effect immediately prior to such defeasance for any of the CutCertificates which are then outstanding, provided, however, the delivery of such confirmation by the applicable Rating Agencies shall be conditioned only upon the satisfaction of the conditions precedent for a defeasance as set forth in clauses (i) through (vi), as applicable. In connection with the conditions set forth above, Borrower hereby appoints Lender as its agent and attorney-off Datein-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide Scheduled Defeasance 105 101 Payments, and Lender shall upon receipt of the Defeasance Deposit purchase such U.S. Obligations on behalf of Borrower. This Section 12 will Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations shall be made directly to Lender and applied to satisfy the obligations of no effect if this Note is assigned to a REMIC trust on or after Borrower under the Cut-off Date or if this Note is not assigned to a REMIC trustNote. (b) Section 5 of this Note is amended by adding a new paragraph at the end With respect to defeasance of the Loan in whole pursuant to Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release 2.6, upon compliance with the requirements of Section 8.30(a), (i) the Mortgaged Property shall be released from the lien liens of the Security Instrument Mortgages, the Assignments of Leases, the Assignments of Agreements and the UCC-1 financing statements and (ii) the pledged U.S. Obligations shall be the sole source of collateral securing the Note. With respect to a defeasance to prepay the Loan pursuant to Section 11.12 2.7(a), upon compliance with the requirements of Section 8.30(a) the Loan Agreement, the Indebtedness will applicable Individual Property or Properties shall be secured by the Pledge Agreement and reference will be made released pursuant to the Pledge Agreement for other rights of Lender as to collateral for the IndebtednessSection 2.11(a). (c) Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release Any portion of the Mortgaged Property from the lien Defeasance Deposit in excess of the Security Instrument pursuant amount necessary to purchase the U.S. Obligation required by Section 11.12 8.30(a) or to satisfy the other requirements of the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior 8.30(a) shall be remitted to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will be ▇▇▇▇▇▇’s exercise of its rights and remedies with respect to the collateral held by ▇▇▇▇▇▇ under the Pledge Agreement as security for the IndebtednessBorrower. (d) Section 21(aBorrower shall have the right to assign to Lender (or, at Lender's option, to Lender's designee or nominee) of this Note is amended by adding a new paragraph at and Lender (or such designee or nominee) shall have the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release of obligation to assume, the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of obligations under the Loan Agreement, all Notices, demands and other communications required or permitted Documents relating to be given pursuant to this Note will be given in accordance with the Pledge Agreement.principal amount so defeased. [signature page follows] 106

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

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

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). (a) This At any time after the date which is the earlier of (i) two years after the "startup day," within the meaning of Section 12 860G(a)(9) of the IRC, of a "real estate mortgage investment conduit," within the meaning of Section 860D of the IRC (a "REMIC"), that holds the Note (if the Note has been transferred to a ----- REMIC prior to January 11, 1999) and (ii) January 11, 2001, but prior in either case to the Optional Prepayment Date, and provided no Event of Default has occurred and is continuing (other than an Event of Default that will apply be cured by the release of a Property or Properties from the Lien of the Security Documents pursuant to the provisions of clause (e) of Section 4.1A), the Borrower may defease such Lien to cause the release of one or more Properties from such Lien by providing the Lender with funds in an amount equal to the Defeasance Deposit for that portion of the Note which the Borrower wishes to defease, upon the satisfaction of the following conditions: (i) not less than 30 days' notice to the Lender specifying a Debt Service Payment Date (the "Release Date") on which the Defeasance Deposit is to ------------ be made; (ii) the payment to the Lender of interest accrued and unpaid on the principal balance of the Note and all other Debt due through and including the Release Date; (iii) the payment to the Lender of the Defeasance Deposit; and (iv) the delivery to the Lender of: (A) a security agreement (the "Defeasance Security Agreement"), ----------------------------- in form and substance satisfactory to the Lender, creating a first priority perfected security interest in favor of the Lender in the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit in accordance with this subsection (a) (together, the "Defeasance Collateral"); ---------- ---------- (B) form(s) of release of the Property(ies) to be released from the Lien of the Security Documents (for execution by the Lender) appropriate for the jurisdiction(s) in which such Property(ies) are located; (C) an Officer's Certificate certifying that the requirements set forth in subsections (a) (ii)-(iv) have been satisfied; (D) an opinion of counsel for the Borrower (which may be a "reasoned" opinion), in form and substance satisfactory to the Lender, that (i) the transfer of the Defeasance Collateral in exchange for release(s) of the Property(ies) to be released will not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event this Note is of a filing of a petition for relief under the United States Bankruptcy Code for or against the Borrower, (ii) the Defeasance Collateral has been duly and validly transferred and assigned to the Trustee for the benefit of the holders of the Securities, (iii) the Trustee holds a first priority perfected security interest in the Defeasance Collateral for the benefit of such holders, (iv) such transfer will not result in a deemed exchange of the Securities pursuant to Section 1001 of the IRC, (v) such transfer will not, by itself, adversely affect the status of the Securities as indebtedness for federal income tax purposes and (vi) such transfer will not adversely affect the status of the entity holding the Debt as a REMIC trust (assuming for such purposes that such entity otherwise qualifies as a REMIC and that the Note was transferred to such REMIC not later than two years prior to the Cut-off Release Date. This Section 12 ); (E) a certificate of a certified public accountant acceptable to the Lender that the Defeasance Collateral complies with the requirements set forth in subsection (b) below; (F) such other certificates, documents or instruments as the Lender may reasonably request; (G) evidence satisfactory to the Lender that the Defeasance Debt Service Coverage Ratio will be of no effect if this Note is assigned to a REMIC trust on or maintained for the twelve full months commencing immediately after the Cut-off Release Date at the greater of (x) the Initial Debt Service Coverage Ratio and (y) the ratio of the Net Operating Income for the thirteen (13) full Accounting Periods next preceding the Release Date divided by the difference between (i) Debt Service Expense for such period and (ii) the payments received for such period from or if with respect to U.S. Obligations purchased by the Lender with the Defeasance Deposits paid to it by the Borrower pursuant to this Section 2.3(a) and then held as security for the Note for such period; and (H) If the defeasance is not assigned to made after the Securitization, the Rating Agencies deliver a REMIC trustRating Comfort Letter. (b) Section 5 of this Note is amended by adding a new paragraph at If, following the end of the Section as follows: If ▇▇▇▇▇▇▇▇ obtains a release of the Mortgaged Property subject Property(ies), less than all of the Properties shall have been released, the Lender shall use the Defeasance Deposit to purchase U.S. Obligations that provide payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Release Date that would be required with respect to an assumed promissory note in a principal amount equal to 125% of the Release Price(s) of the Property(ies) to be released from the lien Lien of the Security Instrument Documents on such Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by the Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 11.12 2.3. In order to secure the release, in addition to the U.S. Obligations referred to in the preceding sentence, the Borrower may, at its election, purchase U.S. Obligations for delivery to the Servicer that provide additional payments of the Loan Agreementtype referred to herein in order to satisfy the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G). If any Property is released pursuant to this Section 2.3 as a result of a condemnation or casualty, the Indebtedness will payments provided for in this subsection (b) shall be secured by the Pledge Agreement and reference will be made equal to the Pledge Agreement greater of (A) the Release Price and (B) the lesser of (x) 125% of the Release Price and (y) the net Condemnation Proceeds or the net Insurance Proceeds received on account of such Property. The Lender shall deliver such U.S. Obligations to the Servicer for other rights application pursuant to Sections 4.3(B) and 7.9(A) of Lender as to collateral for the IndebtednessCash Management Procedures. (c) Section 9 If, as a result of this Note is amended by adding a new paragraph at the end thereof as follows: If Borrower obtains a release of the Mortgaged Property from the lien subject Property(ies), all of the Security Instrument pursuant to Section 11.12 of Properties shall have been released, the Loan Agreement, Borrower will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12 or Section 10.02 of the Loan Agreement for events that occur prior to Lender shall use the Defeasance Closing DateDeposit to purchase U.S. Obligations that provide, whether discovered before together with any U.S. Obligations purchased in connection with any prior releases of Properties, payments on or prior to, but as close as possible to, all successive Debt Service Payment Dates after the Defeasance Closing Date), and ▇▇▇▇▇▇’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations will Release Date that would be ▇▇▇▇▇▇’s exercise of its rights and remedies required with respect to an assumed promissory note in a principal amount equal to the collateral held aggregate outstanding principal balance of the Note and accrued and unpaid interest thereon on the Release Date. Such assumed promissory note shall be in the same form (including with respect to term and interest rate) as the Note but shall provide for a mandatory prepayment thereof in full on the Optional Prepayment Date, including through the application by ▇▇▇▇▇▇ under the Pledge Agreement as security Servicer of U.S. Obligations pursuant to the provisions of subsection (g) of this Section 2.3. The Lender shall deliver such U.S. Obligations to the Servicer for application pursuant to Sections 4.3(B) and 7.9(A) of the IndebtednessCash Management Procedures. (d) Upon compliance with the requirements of this Section 21(a2.3, each Property to be released shall be released from the Lien of the Security Documents and shall not be deemed a Property hereunder, and the U.S. Obligations shall constitute substitute collateral, which, together with the Security Documents applicable to the remaining Properties, shall secure the Debt. (e) If all the Properties have been released, the Borrower may assign its obligations under the Note together with the U.S. Obligations to a successor entity (the "Successor Entity") designated by the Lender and thereupon be ---------------- released fully from all obligations relating to the Debt. In such event the opinion of counsel provided for in clause (a)(iv)(D) of this Note is amended by adding a new paragraph at Section 2.3 shall provide that upon such assignment the end of that subsection as follows: If ▇▇▇▇▇▇▇▇ obtains a release Defeasance Collateral will not be part of the Mortgaged Property from the lien estate of the Security Instrument pursuant to Borrower under Section 11.12 541 of the Loan United States Bankruptcy Code. The Lender shall retain its obligation to designate a Successor Entity notwithstanding the transfer of the Note unless such obligation is specifically assumed by the transferee. In consideration for the payment of $1,000 by the Borrower, such Successor Entity shall assume the Borrower's obligations under the Note and the Defeasance Security Agreement, all Noticesthe Borrower shall be relieved of its obligations thereunder and the Debt of the Borrower shall not be deemed outstanding for any purpose of this Agreement. If required by the applicable Rating Agencies, demands and other communications required the Borrower shall also deliver or permitted cause to be given delivered a Substantive Consolidation Opinion with respect to the Successor Entity in form and substance satisfactory to the Lender and the applicable Rating Agencies. (f) For purposes of this Section 2.3, "Defeasance Deposit" shall mean an ------------------ amount in cash necessary to purchase U.S. Obligations whose cash flows are in an amount sufficient (i) to make the payments required under subsections (b) or (c), as the case may be, plus any costs and expenses incurred or to be incurred in making such purchase and (ii) to make the additional monthly payments necessary to cause the Defeasance Debt Service Coverage Ratio requirement in Section 2.3(a)(iv)(G) to be satisfied; "U.S. Obligations" shall mean obligations ---------------- or securities not subject to prepayment, call or early redemption which are direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America; and "Defeasance Debt Service Coverage -------------------------------- Ratio" shall mean, in respect of any fiscal period, the ratio of (i) Net ----- Operating Income for such period of the Properties remaining after a defeasance pursuant to this Section 2.3 to (ii) the difference between (x) Debt Service Expense for such period and (y) the payments to be received from or with respect to U.S. Obligations then held as security for the Note will be given in accordance with for such period, including, without limitation, U.S. Obligations purchased by the Pledge AgreementBorrower pursuant to the third sentence of subsection (b) above.

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