Common use of Defeasance Clause in Contracts

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 (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).

Defeasance. Borrower shall With respect to any Mortgage Loan that contains a provision for any defeasance of mortgage collateral (a "Defeasance Loan"), the related Mortgage Note, Mortgage or other related Loan Document contained in the Mortgage File, provides that the defeasance option is not be permitted exercisable prior to a date that is 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 least two (2) years after following the Start-Up Day Closing Date and is otherwise in compliance with applicable statutes, rules and regulations governing REMICs; requires prior written notice to the holder of the last Note securitized, Borrower may voluntarily defease all Mortgage Loan of the exercise of the defeasance option and payment by Mortgagor of all related fees, costs and expenses as set forth below; requires, or permits the lender to require, the Mortgage Loan (or the portion thereof being defeased) to be assumed by a “Full Defeasance”single-purpose entity; and requires delivery of a legal opinion that the Trustee has a perfected security interest in such collateral prior to any other claim or interest. In addition, each Mortgage loan that is a Defeasance Loan permits defeasance only with substitute collateral constituting "government securities" within the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Note (or a the portion thereof being defeased) either through and including the maturity date of the Mortgage Loan (a “Partial Defeasance”), in either case, subject or to the satisfaction first date that the Borrower can prepay the Mortgage Loan without prepayment premium, and in the case of ARD Loans, assuming the Anticipated Repayment Date is the Stated Maturity Date. Further, the Mortgage or other related Loan Document contained in the Mortgage File requires that an independent certified public accountant certify that such government securities are sufficient to make all such scheduled payments when due. To Seller's actual knowledge, defeasance under the Mortgage Loan is only for the purpose of facilitating the release of the following conditions precedent:Mortgaged Property and not as a part of an arrangement to collateralize a REMIC with obligations that are not real estate mortgages. With respect to each Defeasance Loan, the related Mortgage or other related Loan Document provides that the related Mortgagor shall (or permits the mortgagee to require the Mortgagor to) (a) Any Full Defeasance pay all Rating Agency fees associated with defeasance (if Rating Agency approval is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant's fees and opinions of counsel, or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 opinions reasonably required by Lender (i) the mortgagee under the related Loan Documents, including, if applicable, a REMIC opinion and a perfection opinion and any applicable rating agency letters confirming no downgrade or qualification of ratings on any classes in the case of a Full Defeasancetransaction. Additionally, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the for any Mortgage Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 thenCut-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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be off Date Balance equal to or greater than $20,000,000, the Mortgage Loan or the related documents require (ior permit the mortgagee to require) 1.51:1.00, confirmation from the Rating Agency that exercise of the defeasance option will not cause a downgrade or withdrawal of the rating assigned to any securities backed by the Mortgage Loan and require (iior permit the mortgagee to require) the Debt Service Coverage Ratio with respect Mortgagor to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s any Rating Agency fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower shall not be permitted at any time will have the right 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 whole (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion and obtain the release of the Loan (a “Partial Defeasance”), in either case, subject to Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions precedentconditions: (a) Any Full Borrower will not have the right to obtain Defeasance or Partial Defeasance at any of the following times: (i) If the Loan by Borrower shall be made on is not assigned to a Payment Date,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) Borrower shall provide not less than fifteen will give Lender Notice (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Full Defeasance. The Defeasance or Partial Defeasance is to occurClosing Date specified by Borrower may not be more than 60 calendar days, and (ii) in nor less than 30 calendar days, after the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan date on which Lender receives the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Notice. Lender will acknowledge receipt of the Defeasance Notice and will notify Borrower prior to of the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with identity of the accommodation borrower (“Successor 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 The Defeasance Release Date, Notice must be accompanied by a $10,000 non-refundable fee (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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 NoteFee”). The Defeased Note and If Lender does not receive the Undefeased Note shall have terms identical Defeasance Fee, then Borrower’s right 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 obtain Defeasance pursuant to “Note” shall be deemed to mean the Undefeased Note, unless expressly provided otherwise, (g) Borrower shall deliver to Lender the following items:that Defeasance Notice will terminate. (i) a security agreement, in form and substance satisfying the Prudent Lender Standard, creating a first priority perfected Lien on If Borrower timely pays the Defeasance Deposit and Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Collateral (the “Security Agreement”Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 further obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. If both of these conditions are met, subject to Section 11.12(a) and (c), Borrower shall not be permitted at any time will have the right 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 whole (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion and obtain the release of the Loan (a “Partial Defeasance”), in either case, subject to Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions precedentconditions: (a) Any Full Borrower will not have the right to obtain Defeasance or Partial Defeasance at any of the following times: (i) If the Loan by Borrower shall be made on is not assigned to a Payment Date,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) Borrower shall provide not less than fifteen will give Lender Notice (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Full Defeasance. The Defeasance or Partial Defeasance is to occurClosing Date specified by Borrower may not be more than 60 calendar days, and (ii) in nor less than 30 calendar days, after the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan date on which Lender receives the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Notice. Lender will acknowledge receipt of the Defeasance Notice and will notify Borrower prior to of the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with identity of the accommodation borrower (“Successor 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 The Defeasance Release Date, Notice must be accompanied by a $10,000 non-refundable fee (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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 NoteFee”). The Defeased Note and If Lender does not receive the Undefeased Note shall have terms identical Defeasance Fee, then Borrower’s right 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 obtain Defeasance pursuant to “Note” shall be deemed to mean the Undefeased Note, unless expressly provided otherwise, (g) Borrower shall deliver to Lender the following items:that Defeasance Notice will terminate. (i) a security agreement, in form and substance satisfying the Prudent Lender Standard, creating a first priority perfected Lien on If Borrower timely pays the Defeasance Deposit and Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Collateral (the “Security Agreement”Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 further obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)11.

Defeasance. Borrower shall Each Mortgage Loan containing provisions for defeasance of mortgage collateral provides that: defeasance may not be permitted at occur 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 earlier than two (2) years after the Start-Up Day Closing Date; and requires or provides that replacement collateral consist of U.S. “government securities,” within the last Note securitized, Borrower may voluntarily defease all meaning of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”Treasury Regulations Section 1.860G-2(a)(8)(ii), in either case, subject an amount sufficient to make all scheduled payments under the Mortgage Note when due (up to the satisfaction maturity date for the related Mortgage Loan, the Anticipated Repayment Date for ARD Loans or the date on which the related Mortgagor may prepay the related Mortgage Loan without payment of any prepayment penalty). Each Mortgage Loan containing provisions for defeasance provides that, in addition to any cost associated with defeasance, the related Mortgagor shall pay, as of the following conditions precedent: date the mortgage collateral is defeased, all scheduled and accrued interest and principal due as well as an amount sufficient to defease in full the Mortgage Loan (aexcept as contemplated in representation (40) Any Full Defeasance or Partial Defeasance of hereof). In addition, if the related Mortgage Loan by Borrower permits defeasance, then the Mortgage Loan documents provide that the related Mortgagor shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) provide a Payment Date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occur, REMIC opinion and (ii) in the event of 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, (cx) 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 associated with the defeasance of the Mortgage Loan and all other reasonable expenses associated with the Full Defeasance defeasance or Partial Defeasance, as applicable (including, without limitation, fees of Rating Agencies and accountants, and fees incurred in connection y) provide all opinions required under the related Mortgage Loan documents. No Mortgage Loan was originated with the delivery of opinion letters related intent to such Full Defeasance or Partial Defeasancecollateralize a REMIC offering with obligations that are not real estate mortgages and, as applicable)accordingly, reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with defeasance will be made solely to facilitate 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 in a principal amount equal to the then outstanding principal balance disposition of the Loan (the “Full Defeased Note”), property or other customary commercial transaction and (ii) in the case not as part of an arrangement to collateralize a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located, (iii) an Officer’s Certificate of Borrower certifying REMIC offering with obligations 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 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 are 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)real estate mortgages.

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. (a) Provided that no Event of Default has shall have occurred and is continuingremain uncured, Borrower shall have the right at any time after the date which is two (2) years after Release Date and prior to the Start-Up Day Maturity Date to voluntarily defease the entire Loan and obtain a release of the last Note securitized, Borrower may voluntarily defease all lien of the Loan Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceTotal Defeasance Event”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (bi) Borrower shall provide Lender not less than fifteen thirty (1530) days prior written notice to (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying (i) a Payment Date date (the “Total Defeasance Release Date”) on which the Full Total Defeasance or Partial Defeasance Event is to occur, and ; (ii) in the event of a Partial Defeasance, the Individual Property proposed Unless otherwise agreed 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) Lender, Borrower shall pay to Lender (A) all reasonable out-of-pocket fees payments of principal and expenses associated with interest due and payable on the Full Loan to and including the Total Defeasance or Partial DefeasanceDate (provided, as applicable 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); (includingB) all other sums, 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 Note, this Agreement, the Security Instrument and the other Loan Documents,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; (eiii) Borrower shall either deposit with Lender an amount equal to the Total Defeasance Collateral into the Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance Collateral. In connection Collateral Account and otherwise comply with the foregoing, Borrower appoints Lender as Borrower’s agent for the purpose provisions of applying the Defeasance Deposit to purchase the Defeasance Collateral,Section 2.8(d) hereof; (fiv) Borrower shall execute and deliver to Lender all documents reasonably required by Lender (i) a Security Agreement in the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance respect of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Defeasance Collateral Account 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,Total Defeasance Collateral; (gv) Borrower shall deliver to Lender the following items: (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 security agreement, in form legal and substance satisfying the Prudent Lender Standard, creating a valid perfected first priority perfected Lien on the Defeasance Deposit and security interest in the Defeasance Collateral Account and the Total Defeasance Collateral; (B) the “Security Agreement”), Total Defeasance Event will not result in a deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Note 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) for execution a REMIC Opinion with respect to the Total Defeasance Event; (vi) If required by Lender, Borrower shall deliver to Lender a release of each applicable Individual Property being defeased from Rating Agency Confirmation as to the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located,Total Defeasance Event; (iiivii) Borrower shall deliver an Officer’s Certificate of Borrower certifying that the requirements set forth in this Section 2.10 2.8 have been satisfied including, without limitation, that no Event of Default has occurred and is continuing,satisfied; (ivviii) an opinion Borrower shall deliver a certificate of counsel in form and substance satisfying a nationally recognized public accounting firm or any other firm acceptable to Lender certifying that the Prudent Lender Standard stating, among other things, (A) that, the Total Defeasance Collateral has been duly and validly assigned and delivered will generate monthly amounts equal to Lender and Lender has a first priority perfected security interest in and Lien on or greater than the Scheduled 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, Payments; and (vix) Borrower shall deliver such other certificates, opinions, documents or and instruments as Lender may reasonably request including, without limitation, request. (Ab) written confirmation from If Borrower has elected to defease 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 entire Loan and (B) a certificate from an Independent certified public accountant certifying that the Defeasance Collateral complies with all of the requirements of this Section 2.10, (h) In the case of a Partial Defeasance2.8 have been satisfied, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable Mortgage, Security Instrument and the Total Defeasance Collateral pledged pursuant to the Security Agreement shall thereafter no longer be subject to restrictions on transfer set forth hereinthe sole source of collateral securing the Loan. In connection with a defeasance the release of the Loanlien, Borrower shall assign submit to an entityLender, which entity which 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 Special-Purpose Entity (form appropriate in the “Successor Obligor”)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 of Borrower’s obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security Agreementdocumentation 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 pledged Defeasance Collateralterms of this Agreement. 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 Except as set forth hereinin this Article 2, be relieved no repayment, prepayment or defeasance of its obligations hereunder. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition to such defeasance, such additional legal opinions from Borrower’s all 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 any portion of the Loan Documents as shall cause, give rise to a right to require, or otherwise result in, the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption release of the Loan, lien of the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Instrument.

Defeasance. Borrower shall not be permitted at (a) Provided that (i) an amount sufficient for the payment of principal and interest on the Outstanding Bonds to the relevant Repayment Date, including any time to defease all or any portion of potential Call premium (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 (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceDefeasance Amount”), is (ii) transferred to an account in either case, subject a financial institution acceptable to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date Bond Trustee (the “Defeasance Release DateAccount”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located,and (iii) an Officer’s Certificate being pledged and blocked in favour of Borrower certifying that the requirements set forth in this Section 2.10 have been satisfied includingBond Trustee on such terms as the Bond Trustee shall request (the “Defeasance Pledge”), without limitation, that no Event of Default has occurred and is continuing,the Issuer may request to the Bond Trustee that; (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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note Issuer shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 under Clause 4.2 (General covenants) and Clause 4.3 (Information covenants); (B) any security provided for the Bonds may require as a condition to 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 be released and the Defeasance Collateral between Borrower Pledge shall be considered replacement of such security; and Successor Borrowerthat (C) any guarantor may be released of its guarantee obligations pursuant to the Bond Terms. (b) The Bond Trustee may require such further conditions, statements and legal opinions before the enforceability defeasance arrangements is implemented as the Bond Trustee may reasonably require. (c) The Bond Trustee shall be authorised to apply any Defeasance Amount deposited on the Defeasance Account towards any amount payable by the Issuer under or pursuant to the Bond Terms on the relevant Payment Date until all obligations of the assignment documents Issuer are repaid and of discharged in full. (d) The Bond Trustee may, if the Loan Documents as relevant Defeasance Amount cannot be finally and conclusively determined, decide the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and amount to be deposited to the Defeasance Collateral. Nothing Account in its discretion, applying such buffer amount as it deems required. (e) A defeasance established according to this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Clause 9.3 (Defeasance) may not be reversed.

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 (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “"Full Defeasance”") or a portion of the Loan (a “"Partial Defeasance”"), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 '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 's request, deliver to Lender the Defeasance Collateral. In connection with the foregoing, Borrower appoints Lender as Borrower’s '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 in a principal amount equal to the then outstanding principal balance of the Loan (the “"Full Defeased Note”"), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: as (A) one promissory note in a principal amount equal to, (1) with respect to the Partial Defeasance of Individual Properties representing, in the 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 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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).the

Defeasance. Borrower (a) If NVTC shall not be permitted at any time to defease all pay or any portion provide for the payment of the Loan except entire indebtedness on particular Bonds in any one or more of the following ways: (1) by paying or causing to be paid the principal of and premium, if any, and interest on such Bonds, as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, after when the date which is two same shall become due and payable; (2) years after by delivering such Bonds to the Start-Up Day of Trustee for cancellation; or (3) by depositing with the last Note securitized, Borrower may voluntarily defease all of Trustee (or an escrow agent acceptable to the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”Trustee), in either casetrust, subject cash and/or Defeasance Obligations in such amount as will, together with the income or increment to accrue on such Defeasance Obligations (the "Defeasance Amount"), be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity dates, without consideration of any reinvestment of the Defeasance Amount, as a Verification Agent shall verify to the satisfaction Trustee's satisfaction; and if NVTC shall also pay or provide for the payment of all other sums payable hereunder by NVTC with respect to such Bonds, and, if such Bonds are to be redeemed before their maturity, notice of such redemption shall have been given as provided in Article IV of this Master Indenture (or the corresponding provisions of the following conditions precedent: Related Series Supplements) or provisions satisfactory to the Trustee shall have been made for the giving of such notice, such Bonds shall cease to be entitled to any lien, benefit or security under this Master Indenture except as provided in subsection (ad) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date,below. (b) Borrower shall provide not less than fifteen (15) days prior written notice NVTC may at any time surrender to Lender specifying (i) a Payment Date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occurTrustee for cancellation any Bonds previously authenticated and delivered that NVTC may have acquired in any manner whatsoever, and (ii) in the event of a Partial Defeasancesuch Bonds, the Individual Property proposed upon such surrender and cancellation, shall be deemed to be defeased; provided, that, Borrower shall be required to defease the Loan on the Defeasance Release Date specified paid and retired as provided 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,this Section. (c) Borrower Upon such defeasance all rights of NVTC, including its right to provide for optional redemption of Bonds on dates other than planned pursuant to such defeasance, shall have paid cease unless specifically retained by filing a written notification thereof with the Trustee on or prior to Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including date the Defeasance Release Date,Amount is deposited with the Trustee or escrow agent. (d) Borrower shall pay When a Bond is deemed to Lender all reasonable out-of-pocket fees and expenses associated with the Full Defeasance or Partial Defeasancebe paid hereunder, as applicable (includingaforesaid, without limitation, fees of Rating Agencies and accountants, and fees incurred in connection with the delivery of opinion letters related to such Full Defeasance it shall no longer be secured by 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 entitled 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 benefits 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Notethis Master Indenture, except for the principal balance purposes of any such payment (to the exclusion of all other Owners) from the Defeasance Amount and a pro rata allocation except for the provisions of this Section, Articles III and IV (and the corresponding sections 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 Series Supplements) 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 each applicable Individual Property being defeased from the lien of the 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 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 requirements 6.1 of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Master Indenture.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower shall not be permitted at any time will have the right 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 whole (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion and obtain the release of the Loan (a “Partial Defeasance”), in either case, subject to Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions precedentconditions: (a) Any Full Borrower will not have the right to obtain Defeasance or Partial Defeasance at any of the following times: (i) If the Loan by Borrower shall be made on is not assigned to a Payment Date,REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Xxxxxx 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) Borrower shall provide not less than fifteen will give Lender Notice (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Full Defeasance. The Defeasance or Partial Defeasance is to occurClosing Date specified by Borrower may not be more than 60 calendar days, and (ii) in nor less than 30 calendar days, after the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan date on which Xxxxxx receives the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Notice. Xxxxxx will acknowledge receipt of the Defeasance Notice and will notify Borrower prior to of the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with identity of the accommodation borrower (“Successor Borrower’s giving of such notice and revocation,”). (c) Borrower shall have paid to The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of the Defeasance. If Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including does not receive the Defeasance Release Date, (d) Borrower shall pay Fee, then Xxxxxxxx’s right to Lender all reasonable out-of-pocket fees and expenses associated with the Full obtain 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 pursuant to such Full that 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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:Notice will terminate. (i) a security agreement, in form and substance satisfying the Prudent Lender Standard, creating a first priority perfected Lien on If Borrower timely pays the Defeasance Deposit and Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Collateral (the “Security Agreement”Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 further obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)11.

Defeasance. Borrower shall not be permitted 18.2.1 The Issuer may, at its option and at any time time, elect to defease all or any portion have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Loan except Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as expressly provided will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in this Section 2.10. Provided that the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default has shall have occurred and is continuingbe continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date which is two (2) years after the Start-Up Day of establishment of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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,Pledge; (d) Borrower shall pay to Lender all reasonable out-of-pocket fees and expenses associated with neither the Full Defeasance Pledge nor the Covenant Defeasance results in a breach 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 violation of any loan servicer (if any) in connection with material agreement or instrument binding upon the Full Defeasance Issuer, or Partial Defeasance, as applicable, and all other sums then due and payable under the Loan Documents,certificate of association or partnership agreement governing the Issuer; (e) Borrower the Issuer shall either deposit with Lender an amount equal have delivered to the Defeasance Deposit, or, at Lender’s request, deliver to Lender Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Collateral. In connection Pledge was not made by the Issuer with the foregoingintent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, Borrower appoints Lender as Borrower’s agent for hindering, delaying or defrauding any other creditors of the purpose of applying the Defeasance Deposit to purchase the Defeasance Collateral,Issuer or others; (f) Borrower the Issuer shall execute and deliver have delivered to Lender all documents the Bond Trustee any certificate or legal opinion reasonably required by Lender regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) in the case Defeasance Pledge will not be subject to any rights of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance creditors of the Loan (the “Full Defeased Note”)Issuer, and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Loan Bond Trustee for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 benefit of the Individual Properties as of the Closing DateBondholders, and (iiiii) RevPAR with respect to all after the 181st day following the establishment 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 Section 2.10Defeasance Pledge, the Individual Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable Mortgage, funds and shall thereafter no longer assets so pledged will not be subject to restrictions on transfer set forth herein. In connection with a defeasance the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the Loan, Borrower shall assign to an entity, which entity which shall be a Special-Purpose Entity (jurisdiction where 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 Defeasance Pledge was established and the Security 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 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 corporate domicile 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Issuer.

Defeasance. Borrower shall The principal balance of this Note may not be permitted at any time to defease all prepaid in whole or any portion of the Loan in part (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 (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject with respect to the satisfaction application of Involuntary Payments (as defined below)) prior to the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Maturity Date, (b) 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 a Partial Defeasance, the Individual Property proposed to be defeased; provided, thathowever, Borrower shall be required have the right and option to defease release 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, “Trust Property” (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) defined in the case Deed of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (iiTrust) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the applicable Mortgage Deed of Trust in a form appropriate for accordance with the jurisdiction in which such Individual Property is located, (iii) an Officer’s Certificate of Borrower certifying that the requirements terms and provisions set forth in this Section 2.10 the Deed of Trust (“Defeasance”). Notwithstanding the foregoing sentence, Borrower shall have been satisfied includingthe privilege to prepay the entire amount of the outstanding Debt on the first (1st) day of any of the three (3) calendar months preceding the month in which the scheduled Maturity Date occurs without Defeasance or the payment of the Yield Maintenance Premium (as defined in the Deed of Trust) or any other premium or penalty. Notwithstanding the foregoing, without limitationif prior to the scheduled Maturity Date (excluding, however, during the three (3) months preceding the scheduled Maturity Date) and during the existence of any Event of Default, Borrower shall tender payment of an amount sufficient to satisfy the Debt at any time prior to a sale of the Trust Property either through foreclosure or the exercise of the other remedies available to Lender under the Deed of Trust, such tender by Borrower shall be deemed to be voluntary and Borrower shall pay, in addition to the Debt, the greater of (a) the Yield Maintenance Premium, if any, 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 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 would be payable in connection with a Secondary Market TransactionDefeasance, and or (vb) such other certificates, documents or instruments as Lender may reasonably request including, without limitation, three percent (A3%) 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 requirements unpaid principal balance of this Section 2.10, (h) Note. In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect addition to the Undefeased Note foregoing, Borrower shall not be equal required to pay any fee or greater than (i) 1.51:1.00consideration if, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien terms and conditions of the applicable MortgageDeed of Trust, and shall thereafter no longer be subject to restrictions on transfer set forth herein. In connection with Lender receives (i) insurance proceeds or other payments as a defeasance result of the Loanfire or other casualties, Borrower shall assign to an entityor (ii) awards or other payments made in any condemnation or eminent domain proceedings (collectively, which entity which shall be a Special-Purpose Entity (the “Successor ObligorInvoluntary Prepayments”), 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 Agreement, together with the pledged Defeasance Collateral. The Successor Obligor shall assume, in a writing or writings satisfying the Prudent such Involuntary Prepayments are applied by 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 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 toward reduction of the Successor Borrower (including a non-consolidation opinion)Debt; provided, however, if an Event of Default, or an event with notice and/or the assignment and assumption passage of time would constitute an Event of Default, exists, then 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lenderto the Lender an additional amount equal to the greater of (A) the Yield Maintenance Premium, including Lender’s reasonable attorney’s fees and expensesif any, incurred in connection with Successor Borrower’s assumption that would be required if such Involuntary Prepayment had been Defeased, or (B) three percent (3%) of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Involuntary Prepayment.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 44 shall apply in the event the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 44(a) and (c) below, Borrower shall have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the lien of this Instrument upon the satisfaction of the following conditions: (a) Borrower shall not be permitted have the right to obtain Defeasance at any time to defease all or any portion 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 Xxxxxx has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Section 6 of the Note. (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 date on which the Defeasance Notice is received by Lender. Xxxxxx will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (the “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 timely pays the Defeasance Fee, but Borrower fails to perform its other obligations hereunder, Xxxxxx shall have the right to retain the Defeasance Fee as liquidated damages for Borrower’s default and, except as expressly provided in Section 44(d)(ii), Borrower shall be released from all further obligations under this Section 2.1044. Provided Borrower acknowledges that no Xxxxxx 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 executed Defeasance Notice. Xxxxxxxx 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 Xxxxxxxx’s default. (ii) In the event that the Defeasance is not consummated on the Defeasance Closing Date for any reason, Xxxxxxxx agrees to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 44(d)(i) above) incurred by Xxxxxx in reliance on the executed Defeasance Notice, within 5 Business Days after Xxxxxxxx receives a written demand for payment, accompanied by a statement, in reasonable detail, of Xxxxxx’s third party costs and expenses. (iii) All payments required to be made by Borrower to Lender pursuant to this Section 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance 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 Xxxxxxxx, after in form and substance satisfactory to Lender, to the date which 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 Xxxxxxxx, in form and substance satisfactory to Lender, to the effect that the Pledge Agreement is two 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 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 Xxxxxxxx, in form and substance satisfactory to Lender and to the Rating Agencies, with regard to nonconsolidation of the assets of the Successor Borrower with those of its Affiliates by a bankruptcy court; (vi) unless waived by Xxxxxx, an opinion of counsel for Xxxxxxxx, 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 replaced from time to time), (2) years after the Start-Up Day qualification and status of the last Note securitized, Borrower may voluntarily defease all REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Loan 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 “Full Defeasancesale 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 certificates evidencing the Securitization remain outstanding, a Rating Confirmation; (viii) unless waived by Xxxxxx, 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”) or and financing statements which pledge and create a portion first priority security interest in the Defeasance Collateral in favor of the Loan Xxxxxx; (x) Lender’s form of a transfer and assumption agreement (“Partial DefeasanceTransfer and Assumption Agreement”), whereupon Borrower and any guarantor (in either each case, subject to the satisfaction of the following conditions precedent: (aall requirements hereunder) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 relieved from liability in connection with the delivery Loan (other than any liability under Section 18 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 this Instrument for events that occur prior to the Defeasance DepositClosing Date, or, at Lender’s request, deliver to Lender whether discovered before or after the Defeasance Collateral. In connection with the foregoing, Closing Date) and Successor Borrower appoints Lender as Borrower’s agent for the purpose of applying the Defeasance Deposit to purchase the Defeasance Collateral,shall assume all remaining obligations; (fxi) Borrower shall execute and deliver to Lender Forms of all documents reasonably required necessary to release the Mortgaged Property from the liens created by Lender this Instrument and related UCC financing statements (i) in the case of a Full Defeasancecollectively, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased NoteRelease Instruments”), and each in appropriate form required by the state in which the Property is located; and (iixii) in the case of a Partial Defeasancesuch other opinions, to issue two substitute notes certificates, documents or instruments as follows: (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 Lender 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,reasonably request; (g) Borrower shall deliver to Lender on or prior to the following itemsDefeasance Closing Date: (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 The Defeasance Collateral (the “Security Agreement”),which meets all requirements of Section 44(g)(ii) below and is owned by Xxxxxxxx, free and clear of all liens and claims of third-parties; (ii) The Defeasance Collateral must be in an amount to provide for execution by Lender(A) redemption payments to occur prior, a release 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 applicable Individual Property being defeased 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 lien Defeasance Collateral are paid directly to Lender to be applied on account of the Scheduled Debt Payments. Unless otherwise agreed in writing by Xxxxxx, 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 Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located,laws; and (iii) an Officer’s Certificate of Borrower certifying that All accrued and unpaid interest and all other sums due under the requirements set forth in Note, this Section 2.10 have been satisfied Instrument and under the other Loan Documents, including, without limitation, that no Event of Default has occurred and is continuing,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. (ivh) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an opinion of counsel in form and substance satisfying the Prudent Lender Standard stating, among other things, accommodation borrower (A“Successor Borrower”) that, the Defeasance Collateral has been duly and validly assigned and delivered satisfactory to Lender and Lender has (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a first priority perfected security interest in and Lien on “Single Purpose Entity” to assume at the time of Defeasance Deposit and a first priority perfected security interest in and Lien on ownership of 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan liability for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 Pledge Agreement and the case may be, the other Loan Documents and (to the Security Agreement, together with the pledged Defeasance Collateralextent that liability thereunder survives release of this Instrument). The Borrower shall pay to Successor Obligor shall assume, in Borrower a writing or writings satisfying the Prudent Lender Standard, all fee of $1,000.00 as consideration of Successor Xxxxxxxx’s assumption of Borrower’s obligations under the Full Defeased Note or the Defeased NoteLoan Documents. Notwithstanding any contrary provision hereunder, as the case may be, the other Loan Documents and the Security Agreement and, no Transfer fee is payable to Lender 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 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 Transfer of the Loan Documents as the obligation of Successor Borrower. in accordance with this Section. (i) Borrower shall pay all out-of-pocket reasonable costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred Lender in connection with Successor 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 Agreement 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 Xxxxxx’s administrative costs to process Borrower’s assumption of Defeasance request. Lender reserves the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release right to require that Borrower from any liability or obligation relating post a deposit to any environmental matters arising under Section 5.1(F)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 and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower shall not be permitted at any time will have the right 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 whole (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion and obtain the release of the Loan (a “Partial Defeasance”), in either case, subject to Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions precedentconditions: (a) Any Full Borrower will not have the right to obtain Defeasance or Partial Defeasance at any of the following times: (i) If the Loan by Borrower shall be made on is not assigned to a Payment Date,REMIC trust. (ii) During the Lockout Period. (iii) After the expiration of the Defeasance Period. (iv) After Xxxxxx 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) Borrower shall provide not less than fifteen will give Lender Notice (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Full Defeasance. The Defeasance or Partial Defeasance is to occurClosing Date specified by Borrower may not be more than 60 calendar days, and (ii) in nor less than 30 calendar days, after the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan date on which Xxxxxx receives the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Notice. Xxxxxx will acknowledge receipt of the Defeasance Notice and will notify Borrower prior to of the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with identity of the accommodation borrower (“Successor Borrower’s giving of such notice and revocation,”). (c) Borrower shall have paid to The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of the Defeasance. If Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including does not receive the Defeasance Release Date, (d) Borrower shall pay Fee, then Xxxxxxxx’s right to Lender all reasonable out-of-pocket fees and expenses associated with the Full obtain 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 pursuant to such Full that 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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:Notice will terminate. (i) a security agreement, in form and substance satisfying the Prudent Lender Standard, creating a first priority perfected Lien on If Borrower timely pays the Defeasance Deposit and Fee, but Borrower fails to perform its other obligations under this Section 11.12, Lender will have the right to retain the Defeasance Collateral (the “Security Agreement”Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 further obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)11.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 44 shall apply in the event the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 44(a) and (c) below, Borrower shall have the right to defease the Loan in whole (“Defeasance”) and obtain the release of the Mortgaged Property from the lien of this Instrument upon the satisfaction of the following conditions: (a) Borrower shall not be permitted have the right to obtain Defeasance at any time to defease all or any portion 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 6 of the Note. (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 date on which the Defeasance Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such receipt whether Lender will designate the Successor Borrower or will permit Borrower to designate the Successor Borrower. (c) The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (the “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 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 expressly provided in Section 44(d)(ii), Borrower shall be released from all further obligations under this Section 2.1044. Provided Borrower acknowledges that no 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 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 44 shall be made by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance 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, after in form and substance satisfactory to Lender, to the date which 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 two 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 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 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 replaced from time to time), (2) years after the Start-Up Day qualification and status of the last Note securitized, Borrower may voluntarily defease all REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Loan 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 “Full Defeasancesale 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”) or and financing statements which pledge and create a portion first priority security interest in the Defeasance Collateral in favor of the Loan Lender; (ix) Lender’s form of a transfer and assumption agreement (“Partial DefeasanceTransfer and Assumption Agreement”), whereupon Borrower and any guarantor (in either each case, subject to the satisfaction of the following conditions precedent: (aall requirements hereunder) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 relieved from liability in connection with the delivery Loan (other than any liability under Section 18 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 this Instrument for events that occur prior to the Defeasance DepositClosing Date, or, at Lender’s request, deliver to Lender whether discovered before or after the Defeasance Collateral. In connection with the foregoing, Closing Date) and Successor Borrower appoints Lender as Borrower’s agent for the purpose of applying the Defeasance Deposit to purchase the Defeasance Collateral,shall assume all remaining obligations; (fx) Borrower shall execute and deliver to Lender Forms of all documents reasonably required necessary to release the Mortgaged Property from the liens created by Lender this Instrument and related UCC financing statements (i) in the case of a Full Defeasancecollectively, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased NoteRelease Instruments”), and each in appropriate form required by the state in which the Property is located; and (iixi) in the case of a Partial Defeasancesuch other opinions, to issue two substitute notes certificates, documents or instruments as follows: (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 Lender 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,reasonably request. (g) Borrower shall deliver to Lender on or prior to the following itemsDefeasance Closing Date: (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 The Defeasance Collateral (the “Security Agreement”),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 execution (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 Lender, a release of each applicable Individual Property being defeased from the lien 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 Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located,laws; and (iii) an Officer’s Certificate of Borrower certifying that All accrued and unpaid interest and all other sums due under the requirements set forth in Note, this Section 2.10 have been satisfied Instrument and under the other Loan Documents, including, without limitation, that no Event of Default has occurred and is continuing,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. (ivh) If Lender permits Borrower to designate the Successor Borrower, then Borrower shall, at Borrower’s expense, designate or establish an opinion of counsel in form and substance satisfying the Prudent Lender Standard stating, among other things, accommodation borrower (A“Successor Borrower”) that, the Defeasance Collateral has been duly and validly assigned and delivered satisfactory to Lender and Lender has (or Lender, at its option, may designate the Successor Borrower) which satisfies Lender’s then current requirements for a first priority perfected security interest in and Lien on “Single Purpose Entity” to assume at the time of Defeasance Deposit and a first priority perfected security interest in and Lien on ownership of 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan liability for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 Pledge Agreement and the case may be, the other Loan Documents and (to the Security Agreement, together with the pledged Defeasance Collateralextent that liability thereunder survives release of this Instrument). The Borrower shall pay to Successor Obligor shall assume, in Borrower a writing or writings satisfying the Prudent Lender Standard, all fee of $1,000.00 as consideration of Successor Borrower’s assumption of Borrower’s obligations under the Full Defeased Note or the Defeased NoteLoan Documents. Notwithstanding any contrary provision hereunder, as the case may be, the other Loan Documents and the Security Agreement and, no Transfer fee is payable to Lender 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 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 Transfer of the Loan Documents as the obligation of Successor Borrower. in accordance with this Section. (i) Borrower shall pay all out-of-pocket reasonable costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred Lender in connection with Successor 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 Agreement 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 assumption of Defeasance request. Lender reserves the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release right to require that Borrower from any liability or obligation relating post a deposit to any environmental matters arising under Section 5.1(F)cover costs which Lender reasonably anticipates will be incurred.

Defeasance. Borrower shall not be permitted at any time to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, after the date which is two (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full This Section 11.13 will apply only if (i) Section 1.07 of this Loan Agreement provides for Defeasance or Partial Defeasance of and (ii) the Loan by Borrower shall be made on Note is assigned to a Payment REMIC trust prior to the Cut-off Date,. (b) If the conditions specified in Section 11.13(a) are met, then subject to Sections 11.13(b)(i) and 11.13(b)(iii), Borrower shall provide not less than fifteen will have the right to defease the Loan in whole (15“Defeasance”) days prior written notice to Lender specifying and obtain the release of 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 obtain Defeasance at any of the following times: (A) If the Loan is not assigned to a Payment Date REMIC trust. (B) During the Lockout Period. (C) After the expiration of the Defeasance Period. (D) After Xxxxxx has accelerated the maturity of the unpaid principal balance of, accrued interest on, and other amounts payable under, the Note pursuant to Note Section 5(f). (ii) Borrower will give Lender Notice (“Defeasance Release Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Full Defeasance. The Defeasance or Partial Defeasance is to occurClosing Date specified by Borrower may not be more than 60 calendar days, and (ii) in nor less than 30 calendar days, after the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan date on which Xxxxxx receives 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 Notice. Xxxxxx will acknowledge receipt 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) Notice and will notify 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 in a principal amount equal to the then outstanding principal balance of the Loan identity of the accommodation borrower (the “Full Defeased NoteSuccessor Borrower”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located,. (iii) an OfficerThe Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s Certificate processing of Borrower certifying the Defeasance. If Lender does not timely receive the Defeasance Fee, then Xxxxxxxx’s right to obtain Defeasance pursuant to 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,Defeasance Notice will terminate. (iv) an opinion of counsel in form and substance satisfying the Prudent Lender Standard stating, among other things, (A) that, If Borrower timely pays the Defeasance Collateral has been duly and validly assigned and delivered Fee, but Borrower fails to perform its other obligations under this Section 11.13, Lender and Lender has a first priority perfected security interest in and Lien on will have the right to retain the Defeasance Deposit and a first priority perfected security interest Fee as liquidated damages for Borrower’s default and, except as provided in and Lien on the Defeasance Collateral and the Proceeds thereof and (B) that the subject Partial Defeasance Section 11.13(b)(iii)(B), Borrower 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 further obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).Section

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. (a) Provided that no Event of Default has shall have occurred and is continuingremain uncured, Borrower shall have the right at any time after the date which is two (2) years after Release Date to voluntarily defease the Start-Up Day entire Loan and obtain a release of the last Note securitized, Borrower may voluntarily defease all lien of the Loan Mortgage by providing Lender with the Defeasance Collateral (hereinafter, a “Full Defeasance”"Defeasance Event") or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the upon satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (bi) Borrower shall provide Lender not less than fifteen thirty (1530) days prior written notice to (or such shorter period of time permitted by Lender in its sole discretion) specifying (i) a Payment Date date (the “"Defeasance Release Date”") on which the Full Defeasance or Partial Defeasance Event is to occur, and ; (ii) in the event of 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 (A) all reasonable out-of-pocket fees payments of principal and expenses associated with interest due on the Full Loan to and including the Defeasance or Partial Defeasance, as applicable Date and (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 anyB) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due and payable under the Note, this Agreement, the Mortgage and the other Loan Documents,; (eiii) Borrower shall either deposit with Lender an amount equal to the Defeasance Deposit, or, at Lender’s request, deliver to Lender Collateral into the Defeasance Collateral. In connection Collateral Account and otherwise comply with the foregoing, Borrower appoints Lender as Borrower’s agent for the purpose provisions of applying the Defeasance Deposit to purchase the Defeasance Collateral,Sections 2.5.2 and 2.5.3 hereof; (fiv) Borrower shall execute and deliver to Lender all documents reasonably required by Lender (i) a Security Agreement in the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance respect of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Defeasance Collateral Account 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,Defeasance Collateral; (gv) Borrower shall deliver to Lender the following items: 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 (iA) Lender has a security agreement, in form legal and substance satisfying the Prudent Lender Standard, creating a valid perfected first priority perfected Lien on security interest in the Defeasance Deposit 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 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 “Security Agreement”),Successor Borrower; (iivi) for execution by Lender, Borrower shall deliver to Lender a release of each applicable Individual Property being defeased from Rating Agency Confirmation as to the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located,Defeasance Event; (iiivii) Borrower shall deliver an Officer’s 's Certificate of Borrower certifying that the requirements set forth in this Section 2.10 2.5.1 (a) have been satisfied including, without limitation, that no Event of Default has occurred and is continuing,satisfied; (ivviii) an opinion Borrower shall deliver a certificate of counsel in form and substance satisfying the Prudent Lender Standard stating, among a "big five" or other things, (A) that, the Defeasance Collateral has been duly and validly assigned and delivered nationally recognized public accounting firm acceptable to 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (iix) 1.51:1.00Borrower shall deliver such other certificates, opinions, documents and (ii) instruments as the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, Rating Agencies may require; and (ix) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, of Lender incurred in connection with Successor Borrower’s assumption the Defeasance Event, including Lender's reasonable out-of-pocket 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 2.5.1 have been satisfied, the Property shall be released from the Lien of the Loan, Mortgage and the Defeasance Collateral pledged pursuant to the Security Agreement and shall be the sole source of collateral securing the Note. In connection with the release of the Lien of the Mortgage, Borrower shall submit to Lender, not less than thirty (30) days prior to the Defeasance CollateralDate (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. Nothing 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 2.10 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 Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)of the lien of the Mortgage on the Property.

Defeasance. Borrower The investments in the defeasance escrow relating to the Series 2016 Certificates shall not be permitted at any time limited to defease all or any portion non-callable, direct obligations of the Loan except United States of America and securities fully and unconditionally guaranteed as expressly provided in this Section 2.10to the timely payment of principal and interest by the United States of America, or as otherwise maybe authorized under State law and approved by BAM. Provided that no Event At least three (3) Business Days prior to any defeasance with respect to the Series 2016 Certificates, the Corporation or the County, as agent for the Corporation, shall deliver to BAM draft copies of Default has occurred an escrow agreement, an opinion of Special Tax Counsel regarding the validity and is continuing, after the date which is two (2) years after the Start-Up Day enforceability of the last Note securitized, Borrower may voluntarily defease all escrow agreement and the defeasance of the Loan Series 2016 Certificates, a verification report (a “Full DefeasanceVerification Report”) prepared by a nationally recognized independent financial analyst or a portion firm of certified public accountants regarding the sufficiency of the Loan (a “Partial Defeasance”)escrow fund. Such opinion and Verification Report shall be addressed to BAM and shall be in form and substance satisfactory to BAM. In addition, in either case, subject to the satisfaction of the following conditions precedentescrow agreement shall provide that: (a) Any Full Defeasance or Partial Defeasance substitution of securities following the execution and delivery of the Loan by Borrower escrow agreement shall require the delivery of a Verification Report, an opinion of Special Tax Counsel that such substitution will not adversely affect the exclusion (if interest on the Series 2016 Certificates is excludable) from gross income of the holders of the Series 2016 Certificates of the interest on the Series 2016 Certificates for federal income tax purposes and the prior written consent of BAM, which consent will not be made on a Payment Date,unreasonably withheld. (b) Borrower shall provide not less Neither the Corporation nor the County will exercise any prior optional redemption of Series 2016 Certificates secured by the escrow agreement or any other redemption other than fifteen (15) days prior written notice to Lender specifying mandatory sinking fund redemptions unless (i) a Payment Date (the “Defeasance Release Date”) on which right to make any such redemption has been expressly reserved in the Full Defeasance or Partial Defeasance is to occurescrow agreement and such reservation has been disclosed in detail in the official statement for the refunding Certificates, and (ii) in the event of as a Partial Defeasance, the Individual Property proposed condition to be defeased; provided, that, Borrower any such redemption there shall be required provided to defease the Loan on the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Borrower prior BAM a Verification Report as to the sufficiency of escrow receipts without reinvestment to meet the escrow requirements remaining following any 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,redemption. (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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Corporation and the Undefeased Note County shall have terms identical to not amend the terms of the Note, except for the principal balance and escrow agreement or enter into 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 forward purchase agreement or 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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio agreement with respect to rights in the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) escrow without the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) In the case written consent 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)BAM.

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. (a) Provided that no Event of Default has shall have occurred and is continuingremain uncured, after following the date which is two Defeasance Lockout Release Date and prior to the Open Period Start Date (2i) years after Borrower shall have the Start-Up Day right to voluntarily defease the entire Loan and obtain a release of the last Note securitized, Borrower may voluntarily defease all lien of the Loan Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Full DefeasanceTotal Defeasance Event”) or (ii) Borrower shall have the right to defease a portion of the Loan subject to, and in accordance with, this Section 2.8 and Section 2.9 hereof (hereinafter, a “Partial DefeasanceDefeasance Event”), in either each case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (bi) Borrower shall provide Lender not less than fifteen thirty (1530) days prior written days’ notice to (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days’ notice specifying (iA) a Payment Date date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance Event is to occur, occur and (iiB) the principal amount of the Loan to be defeased (which shall be in the event amount of the Release Amount in connection of 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,Event); (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, (dii) Borrower shall pay to Lender (A) all reasonable out-of-pocket fees payments of principal and expenses associated with interest due and payable on the Full Loan to and including the Defeasance or Partial DefeasanceDate; (B) all other sums, 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 Note, this Agreement, the Security Instrument and the other Loan Documents, (e) Borrower shall either deposit with Lender an amount equal to Documents through and including the Defeasance DepositDate; (C) all escrow, orclosing, at Lender’s requestrecording, deliver to legal, appraisal, Rating Agency and other actual, reasonable fees, costs and expenses paid or incurred by Lender the Defeasance Collateral. In or its agents in connection with the foregoingDefeasance Event, Borrower appoints Lender as Borrower’s agent for the purpose release of applying the lien of Security Instrument on the Property in connection with a Total Defeasance Event (or the Release Property in connection with a Partial Defeasance Event), the review of the proposed Defeasance Collateral and the preparation of the Security Agreement and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note and/or the Defeasance Deposit to purchase the Defeasance Collateral,Event; (fiii) 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in In the case of a Partial DefeasanceDefeasance Event, Lender, at Borrower’s expense, shall prepare all necessary documents to issue sever the indebtedness evidenced by the Note into two substitute notes as follows: (A) notes, 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 defeased portion of the original Note, which Defeased Note shall be in an amount exactly equal to the Release Amount, and the other (the “Undefeased Note”)) having a principal balance equal to the undefeased portion of the original Note as of the Defeasance Date. The Defeased Note and the Undefeased Note shall have identical terms identical to as the terms of the original Note, except for the principal balance balance, and a pro rata allocation of provided that the Required Monthly Debt Service Payment. Neither a Full Payment Amount shall be apportioned ratably amongst the Defeased Note nor a and the Undefeased Note, and the Defeased Note or Defeased Notes and the Undefeased Note or Undefeased Notes shall be cross-defaulted with each other. A Defeased Note cannot be the subject of any further Defeasance Event. An Undefeased Note may be the subject of any a further defeasance; after a Partial Defeasance, all references herein and Defeasance Event in accordance with the other Loan Documents to “Note” shall be deemed to mean the Undefeased Note, unless expressly provided otherwise,terms of this Section 2.8; (giv) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 2.8(d) hereof; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (vi) Borrower shall deliver to Lender the following items: 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 (iA) Lender has a security agreement, in form legal and substance satisfying the Prudent Lender Standard, creating a valid perfected first priority perfected Lien on the Defeasance Deposit and security interest in the Defeasance Collateral Account and the Total Defeasance Collateral; (B) if a Securitization has occurred (1) the REMIC Trust formed pursuant to such Securitization and/or any subsequent or prior Securitization of the Loan or any portion thereof or interest therein will each not fail to maintain their respective status as a “Security Agreement”),real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code as a result of a Total Defeasance Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would neither (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.860G02(b)(2) nor (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; and (C) a New Non-Consolidation Opinion with respect to the Successor Borrower; (iivii) for execution by Lender, Borrower shall deliver to Lender a release of each applicable Individual Property being defeased from Rating Agency Confirmation as to the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located,Defeasance Event; (iiiviii) Borrower shall deliver an Officer’s Certificate of Borrower certifying that the requirements set forth in this Section 2.10 2.8 have been satisfied satisfied; (ix) Borrower shall deliver a certificate of a “big four” or other public accounting firm reasonably acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments (or with respect to a Partial Defeasance Event, the Partial Defeasance Scheduled Defeasance Payments); (x) Borrower shall deliver such other customary certificates, opinions, documents and instruments as Lender may reasonably request; and (xi) Borrower shall pay all actual, reasonable costs and expenses of Lender incurred in connection with the Total Defeasance Event or Partial Defeasance Event, as applicable, including, without limitation, that no Event of Default has occurred Lender’s reasonable attorneys’ fees and is continuing,expenses and Rating Agency fees and expenses. (ivb) an opinion of counsel in form If Borrower has elected to defease the entire Note 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance2.8 have been satisfied, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 beSecurity Instrument, the other Loan Documents and the Security Agreement, together with the Total Defeasance Collateral 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 pursuant to the Security Agreement and, upon such assignment, Borrower shall, except as set forth herein, shall be relieved the sole source of its obligations hereunder. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition to such defeasance, such additional legal opinions from Borrower’s or Successor Obligor’s counsel as Lender reasonably deems necessary to confirm collateral securing 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 BorrowerNote, and the enforceability of the assignment documents and of the Loan Documents as the obligation of Successor Borrower. Lender shall return to Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).unapplied

Defeasance. Borrower (A) If the Trust shall not pay or cause to be permitted paid, or there shall otherwise be paid, to the Registered Owners of any Series of Bonds then Outstanding, the principal amount and interest and Redemption Price, if any, to become due thereon, at any time to defease all or any portion of the Loan except as expressly provided times and in the manner stipulated therein and in this Section 2.10. Provided that no Event of Default has occurred and is continuing, after the date which is two (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 occurTrust Agreement, and (ii) in the event of 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 if no Reimbursement Obligations 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 Qualified Hedge Payments then due and payable under remain unpaid relating to such Series of Bonds or payment of such Reimbursement Obligations or Qualified Hedge Payments have been provided for, then the Loan Documents, (e) Borrower pledge of any Revenues or other moneys and securities pledged by this Trust Agreement and all other rights granted by this Trust Agreement securing such Series of Bonds shall either deposit with Lender an amount equal to the Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance Collateralbe discharged and satisfied. In connection with such event, the foregoingMaster Trustee shall, Borrower appoints Lender as Borrower’s agent for upon request of the purpose of applying the Defeasance Deposit to purchase the Defeasance Collateral, (f) Borrower shall Trust, execute and deliver to Lender the Trust all documents reasonably such instruments as may be desirable to evidence such release and discharge and shall pay over or deliver to the Trust all moneys or securities held by it pursuant to this Trust Agreement which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption or for the payment of Reimbursement Obligations or Qualified Hedge Payments. (B) Bonds or portion thereof or interest installments for the payment or redemption of which moneys shall be held by Lender a Fiduciary (through deposit by the Trust of funds for such payment or redemption or otherwise), whether at or prior to the maturity or the redemption date of such Bonds, shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (A) of this Section 11. 1. All Outstanding Bonds of any Series or any part of a Series shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in paragraph (A) of this Section 11.1 if (i) in the case any of a Full Defeasancesaid Bonds are to be redeemed on any date prior to their maturity, to amend and restate the Note in a principal amount equal an Authorized Officer shall have given to the then outstanding principal balance Master Trustee, in form satisfactory to it, irrevocable instructions to provide, as provided in Article IV, notice of the Loan (the “Full Defeased Note”)redemption on said date of such Bonds, and (ii) there shall have been deposited with a Fiduciary either (x) moneys in an amount which shall be sufficient or (y) Defeasance Obligations (a) not subject to redemption at the case of a Partial Defeasance, to issue two substitute notes as follows: (A) one promissory note in a principal amount equal to 125% option of the Allocated Loan Amount issuer thereof prior to the due date thereof or (b) as to which an irrevocable notice of redemption of such securities on a specified redemption date has been given and such securities are not otherwise subject to redemption prior to such specified date other than at the option of the Individual Property to be defeased owner thereof or (C) upon compliance with the “Defeased Note”); and provisions of paragraph (BE) 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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, 11.1 which are subject to redemption prior to maturity at the option of the issuer thereof on a specified date or dates, in each case the principal of and interest on which when due will provide moneys which, together with the moneys, if any, deposited with a Fiduciary at the time of deposit of such Defeasance Obligations, shall be sufficient (h) In without reference to any forward purchase agreement as hereinafter provided), as certified by a firm of independent public accountants or a certified public accountant, to pay when due the case of a Partial Defeasanceprincipal amount or Redemption Price, the Debt Service Coverage Ratio with respect if applicable, and interest due and to become due on said Bonds on and prior to the Undefeased Note shall be equal to redemption date or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 Notematurity date thereof, as the case may be, and in the event said Bonds do not mature and are not by their terms subject to redemption within the next succeeding 60 days, an Authorized Officer shall have given the Master Trustee in form satisfactory to it irrevocable instructions to provide, as soon as practicable, written notice to the Registered Owners of such Bonds that the deposit required by clause (ii) above has been made with a Fiduciary and that said Bonds are deemed to have been paid in accordance with paragraph (A) of this Section 11.1 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal amount or Redemption Price, if applicable, on said Bonds. Neither Defeasance Obligations nor moneys deposited with a Fiduciary pursuant to this Section nor principal or interest payments on any such Defeasance Obligations shall be withdrawn or used for any purpose other Loan Documents than, and all of the Security same shall be held in trust for, the payment of the principal amount or Redemption Price, if applicable, and interest on said Bonds, provided, however that any cash received from the principal or interest payments on such Defeasance Obligations deposited with a Fiduciary, if not then needed for such purpose, may, to the extent practicable be reinvested in Defeasance Obligations as directed by an Authorized Officer or, in lieu of such direction at the time of receipt, an Authorized Officer may authorize and direct such Fiduciary to enter into one or more forward purchase agreements providing for the purchase of Defeasance Obligations at future dates, provided, further, that if such amounts shall have been derived from the proceeds of any Tax Exempt Bonds or bonds not issued hereunder which shall have been issued on the basis that the interest thereon is not includable in the gross income of the Registered Owner thereof for federal income tax purposes, any such amounts may be reinvested, or any such forward purchase agreement may be executed only upon receipt by the Master Trustee of a Bond Counsel’s opinion that such reinvestment or forward purchase agreement shall not adversely affect the exclusion of the interest on such Tax Exempt Bonds or other bonds from gross income for federal income tax purposes. In the event of any conflict between the terms of such forward purchase agreement and this Trust Agreement, together with the pledged provisions of this Trust Agreement shall apply. After the making of the payments for which such Defeasance Collateral. The Successor Obligor Obligations or moneys were held, any surplus shall assumebe promptly paid over to the Trust, in a writing as received by such Fiduciary, free and clear of any trust, lien or writings satisfying pledge or assignment securing the Prudent Lender Standard, all Bonds or otherwise existing under this Trust Agreement. (C) For purposes of Borrower’s obligations under determining whether Variable Rate Bonds shall be deemed to have been paid prior to the Full Defeased Note maturity or the Defeased Noteredemption date thereof, as the case may be, by the other Loan Documents deposit of moneys, or Defeasance Obligations and moneys, if any, in accordance with paragraph (B)(ii) hereof, the interest to come due on such Variable Rate Bonds on or prior to the maturity date or redemption date thereof, as the case may be, shall be calculated at the maximum rate of interest applicable to such Bonds if in effect with respect to such Bonds, provided that if on any date, as a result of such Variable Rate Bonds having borne interest at less than such maximum rate of interest for any period, the total amount of moneys and Defeasance Obligations on deposit with the Fiduciary for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited with the Fiduciary on such date in respect of such Variable Rate Bonds in order to satisfy the provisions of paragraph (B)(ii) above, the Fiduciary shall, if requested by the Trust, pay promptly the amount of such excess to the Trust free and clear of any trust, lien, pledge or alignment securing the Bonds or otherwise existing under this Trust Agreement. (D) Tender Bonds shall be deemed to have been paid in accordance with paragraph (B)(ii) hereof only if, in addition to satisfying the requirements thereof, there shall have been deposited with a Fiduciary moneys in an amount which shall be sufficient to pay when due the maximum amount of principal of and premium, if any, and interest on such Bonds which could become payable to the Registered Owners of such Bonds upon the exercise of any options provided to the Registered Owners of such Bonds, provided that if, at the time a deposit is made with a Fiduciary pursuant to the provisions of paragraph (B)(ii) above, the options originally exercisable by the Registered Owner of Tender Bonds are no longer exercisable, such Bonds shall not be considered Tender Bonds for purposes of this paragraph (D). If any portion of the moneys deposited with a Fiduciary for the payment of the principal amount of and premium, if any, and interest on Tender Bonds is not required for such purpose, the Fiduciary shall, if requested by the Trust, pay promptly the amount of such excess to the Trust free and clear of any trust, lien, pledge or assignment securing said Bonds or otherwise existing under this Trust Agreement. (E) Defeasance Obligations described in paragraph (B)(ii) above may be included in the Defeasance Obligations deposited with a Fiduciary in order to satisfy the requirements of paragraph (B)(ii) above only if the determination as to whether moneys and Defeasance Obligations to be deposited with a Fiduciary in order to satisfy the requirements of such paragraph (B)(ii) above would be sufficient to pay when due either on the maturity date thereof or, in the case of any Bonds to be redeemed prior to the maturity date thereof, on the redemption date or dates specified in any notice of redemption to be made by the Master Trustee or in the instructions to give a notice of redemption provided to the Master Trustee in accordance with paragraph (B)(ii) above, the principal of or Redemption Price, if applicable, and interest on the Bonds which will be deemed to have been paid as provided in paragraph (B)(ii) above is made both (i) on the assumption that the Defeasance Obligations described in paragraph (B)(ii) above were not redeemed at the option of the issuer prior to the maturity date thereof and (ii) on the assumption that such Defeasance Obligations would be redeemed by the issuer thereof at its option on each date on which such option could be exercised, that as of such date or dates interest ceased to accrue on such Defeasance Obligations and that the proceeds of such redemption would not be reinvested by the Fiduciary. (F) Anything in this Trust Agreement to the contrary notwithstanding (but subject to applicable escheat law) any moneys held by a Fiduciary in trust for the payment and discharge of any Bonds which remain unclaimed for three years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Fiduciary at such date, or for six months less than the applicable statutory escheat period (as determined by an Authorized Officer) if such moneys were deposited with the Fiduciary after the date when such Bonds become due and payable, shall, upon written direction from the Trust, be paid to the Trust as its absolute property and free from trust, and such Fiduciary shall thereupon be released and discharged with respect thereto and the Security Agreement andOwners shall look only to the Trust for the payment of such Bonds, upon provided that before being required to make any such assignmentpayment to the Trust, Borrower such Fiduciary 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 such defeasance, such additional legal opinions from Borrower’s or Successor Obligor’s counsel as Lender reasonably deems necessary to confirm at the valid creation and authority expense of the Successor Borrower (including Trust, cause to be published at least twice, at an interval of not less than seven days between publications, in Authorized Newspapers, a non-consolidation opinion)notice that said moneys remain unclaimed it and that, after a date named in said notice, which date shall not be less than 30 days after the date of the first publication of such notice, the assignment and assumption balance of such moneys then unclaimed will be returned promptly to 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Trust.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower shall not be permitted at any time will have the right 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 whole (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion and obtain the release of the Loan (a “Partial Defeasance”), in either case, subject to Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions precedentconditions: (a) Any Full Borrower will not have the right to obtain Defeasance or Partial Defeasance at any of the following times: (i) If the Loan by Borrower shall be made on is not assigned to a Payment Date,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) Borrower shall provide not less than fifteen will give Lender Notice (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Full Defeasance. The Defeasance or Partial Defeasance is to occurClosing Date specified by Borrower may not be more than 60 calendar days, and (ii) in nor less than 30 calendar days, after the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan date on which Lender receives the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Notice. Lender will acknowledge receipt of the Defeasance Notice and will notify Borrower prior to of the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with identity of the accommodation borrower (“Successor Borrower’s giving of such notice and revocation,”). (c) Borrower shall have paid to The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of the Defeasance. If Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including does not receive 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 DefeasanceFee, 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 right to obtain Defeasance Deposit pursuant to purchase the that 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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:Notice will terminate. (i) a security agreement, in form and substance satisfying the Prudent Lender Standard, creating a first priority perfected Lien on If Borrower timely pays the Defeasance Deposit and Fee, but Borrower fails to perform its other obligations under this Section 11.12, Lender will have the right to retain the Defeasance Collateral (the “Security Agreement”Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 further obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)11.

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 (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).

Defeasance. Borrower shall not be permitted at (a) 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 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 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 except as expressly provided in this Section 2.10by providing Lender with the Defeasance Deposit (hereinafter, a "DEFEASANCE EVENT"). Provided that no Each Defeasance Event of Default has occurred and is continuing, after by the date which is two (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, shall be subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (bi) Borrower shall provide not less than fifteen twenty (1520) days prior written notice to Lender specifying (i) a Payment Date regularly scheduled payment date (the “Defeasance Release Date”"DEFEASANCE DATE") on which the Full Defeasance or Partial Defeasance Event is to occur, and (ii) in . Such notice shall indicate the event principal amount of a Partial Defeasance, the Individual Property proposed Mortgage Note 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, (dii) Borrower shall pay to Lender all reasonable out-of-pocket fees accrued and expenses associated with unpaid interest on the Full principal balance of the Mortgage Note to but not including the Defeasance or Partial DefeasanceDate. If for any reason the Defeasance Date is not a regularly scheduled payment date, 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 Borrower shall also pay interest that would have accrued on the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due and payable under Mortgage Note through the Loan Documents,next regularly scheduled payment date; (eiii) Borrower shall either deposit with pay to Lender an amount equal to all other sums, not including scheduled interest or principal payments, due under the Defeasance DepositMortgage Note, orthis Agreement, at Lender’s requestthe Mortgage, deliver and the other Loan Documents; (iv) Borrower shall pay to Lender the required Defeasance Collateral. Deposit for the Defeasance Event; (v) In connection with the foregoingevent only a portion of the Loan is the subject of the Defeasance Event, 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 prepare all necessary documents reasonably required by Lender (i) in the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (A) notes, 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 defeased portion of the Defeased original Note (the “Undefeased Note”"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 the Undefeased Note shall have identical terms identical to as the terms of the Note, Note except for the principal balance and a pro rata allocation of the Required Debt Service Paymentbalance. Neither a Full A Defeased Note nor a Defeased Note may cannot 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,Defeasance Event; (gvi) Borrower shall execute and deliver to Lender the following items: (i) a security agreement, in form and substance satisfying the Prudent Lender Standardsatisfactory to Lender, creating a first priority perfected Lien lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Collateral Deposit in accordance with this provision of this SECTION 2.5 (the “Security Agreement”"DEFEASANCE SECURITY AGREEMENT"),; (iivii) Borrower shall deliver an opinion of counsel for execution 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 LenderBorrower, that such Defeasance will not adversely affect the status of the entity holding the interest in the Mortgage Note as a release REMIC (assuming for such purpose that such entity otherwise qualifies as a REMIC) and that such Defeasance will not result in a deemed exchange of each applicable Individual Property being defeased the Certificates pursuant to Section 1001 of the Code; (viii) Borrower shall deliver a Rating Comfort Letter from the lien of Rating Agencies in connection with the Defeasance Event. If required by the applicable Mortgage Rating Agencies, Borrower shall also deliver or cause to be delivered a Substantive Non-Consolidation Opinion with respect to the Successor Borrower in a form appropriate for and substance satisfactory to Lender and the jurisdiction in which such Individual Property is located,applicable Rating Agencies; (iiiix) Borrower shall deliver an Officer’s 's Certificate of Borrower certifying that the requirements set forth in this Section 2.10 SECTION 2.5(a) have been satisfied including, without limitation, that no Event of Default has occurred and is continuing,satisfied; (ivx) 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 Borrower shall deliver to Lender and Lender has a first priority perfected security interest in and Lien on certificate of Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit and a first priority perfected security interest in and Lien on will generate monthly amounts equal to or greater than the required Scheduled 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, andPayments; (vxi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request including, without limitation, request; and (Axii) 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 Borrower shall pay all costs and expenses of Lender incurred in connection with any Secondary Market Transaction and (B) a certificate from an Independent certified public accountant certifying that the Defeasance Collateral complies Event, including any costs and expenses associated with all a release of the requirements Lien of this Section 2.10,the Mortgage as provided in SECTION 2.8 hereof or SECTION 2.9 hereof, as applicable, as well as reasonable attorneys' fees and expenses. (hb) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive Due Dates after the Defeasance Date upon which interest payments are required under the Mortgage Note, in the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan Defeasance Event for the trailing twelve (12) months immediately prior to such Partial Defeasanceentire outstanding principal balance of the Loan, and (i) In or the Defeased Note, 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 Defeasance Event for only a portion 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 Section 2.10, the Individual Property which is the subject of 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 outstanding principal balance of the Loan, Borrower shall assign as applicable, and in amounts equal to an entity, which entity which shall be a Special-Purpose Entity (the “Successor Obligor”), all of Borrower’s obligations scheduled payments due on such Due Dates under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 Mortgage Note or the Defeased Note, as applicable, and assuming such Mortgage Note or Defeased Note is paid in full on the case may beAnticipated Repayment Date (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the other Loan Documents and the Defeasance Security Agreement andor other appropriate document, upon such assignment, Borrower shall, except as set forth herein, shall authorize and direct that the payments received from the U.S. Obligations may be relieved of its obligations hereunder. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition made directly to 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 Cash Collateral Account (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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under the Mortgage Note or the Defeased Note, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)as applicable.

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. (a) Provided that no Event of Default has shall have occurred and is continuingremain uncured, Borrower shall have the right at any time after the date which is two (2) years after Release Date and prior to the Start-Up Day Maturity Date to voluntarily defease the entire Loan and obtain a release of the last Note securitized, Borrower may voluntarily defease all lien of the Loan Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceTotal Defeasance Event”), in either case, subject to the satisfaction of the following conditions precedent: (ai) Any Full 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”) 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, unless the Total Defeasance Collateral shall be sufficient to make such payments, together with all other payments required to be made hereunder); (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 reasonable fees, costs and expenses paid or Partial incurred by Lender or its agents in connection with the Total Defeasance Event, the release of the Loan by 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 be made on deposit the Total Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 2.8(d) hereof; (iv) Borrower shall execute and deliver to Lender a Payment Date,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 not result in a deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Note 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; (ii) a REMIC Opinion with respect to the Total Defeasance Event; and (iii) a New Non-Consolidation Opinion with respect to Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Total Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (viii) Borrower shall deliver a certificate of a nationally recognized public accounting firm acceptable to Lender certifying that the Total Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; and (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request. (b) If Borrower has elected to defease the entire Loan and the requirements of this Section 2.8 have been satisfied, the Property shall be released from the lien of the Security Instrument and the Total Defeasance Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Loan. In connection with the release of the lien, Borrower shall provide submit to Lender, not less than fifteen (15) days prior written notice to the Total Defeasance Date (or such shorter time as is acceptable to Lender specifying 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) a Payment Date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occurin compliance with all Legal Requirements, and (ii) will effect such release in the event of 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 accordance with the Full Defeasance terms of this Agreement. Except as set forth in this Article 2, no repayment, prepayment or Partial Defeasance, as applicable (including, without limitation, fees defeasance of Rating Agencies and accountants, and fees incurred in connection with the delivery of opinion letters related to such Full Defeasance all 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 in a principal amount equal to the then outstanding principal balance portion of the Loan (shall cause, give rise to a right to require, or otherwise result in, the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Instrument.

Defeasance. Borrower shall not be permitted Notwithstanding any provision of this Mortgage to the contrary, 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 (A) is two (2) years after the Start-Up Day “startup day,” within the meaning of Section 860G(a)(9) of the last Note securitizedInternal Revenue Code of 1986, Borrower may voluntarily defease all of as amended from time to time or any successor statute (the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceCode”), in either caseof a “real estate mortgage investment conduit,” (“REMIC”) within the meaning of Section 860D of the Code, subject to that holds the Note and this Mortgage or (B) four (4) years after the date hereof, whichever shall earlier occur, and provided no Event of Default has occurred, Mortgagor may cause the release of the Mortgaged Property from the lien of this Mortgage and the other Loan Documents upon the satisfaction of the following conditions precedentconditions: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) Borrower shall provide A. not less than fifteen sixty (1560) days prior written notice shall be given to Lender Mortgagee specifying (i) a Payment Date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance Collateral is to occur, be delivered; B. all accrued and (ii) in the event of a Partial Defeasanceunpaid interest and all other sums due under this Mortgage, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease Note and under the other Loan on the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Borrower prior Documents up to the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable Date, including, without limitation, all costs and expenses incurred by Lender Mortgagee or its agents 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 release (including, without limitation, fees the review of Rating Agencies the proposed Defeasance Collateral and accountants, the preparation of the Defeasance Security Agreement (as hereinafter defined) and fees incurred in connection with the delivery of opinion letters related to such Full Defeasance or Partial Defeasance, as applicabledocumentation), reasonable fees and out-of-pocket costs of any loan servicer (if any) shall be paid in connection with the Full Defeasance full on 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 prior 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,Release Date; and (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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 C. Mortgagor shall deliver to Lender Mortgagee on or prior to the following itemsRelease Date: (i1) a pledge and security agreement, in form and substance satisfying the Prudent Lender Standardsatisfactory to Mortgagee in its sole discretion, creating a first priority perfected Lien on the Defeasance Deposit and security interest in favor of Mortgagee in the Defeasance Collateral (the “Defeasance Security Agreement”),, which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Mortgagee and applied by Mortgagee in satisfaction of all amounts then due and payable hereunder and any excess received by Mortgagee from the Defeasance Collateral over the amounts payable by Mortgagor hereunder or under the Note shall be refunded to Mortgagor promptly after each Payment Date; (ii2) for execution by Lenderdirect, a release of each applicable Individual Property being defeased from the lien non-callable obligations of the United States of America that provide for payments prior, but as close as possible, to all successive Payment Dates occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding installment of principal and interest required to be paid under the Note (provided that for all purposes of this Section 12.5(C)(2), all principal, accrued interest and other amounts payable under this Mortgage, the Note and the other Loan Documents shall be due and payable in full on the Maturity Date) (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Mortgagee or accompanied by a written instrument of transfer in form and substance satisfactory to Mortgagee in its sole discretion (including, without limitation, such 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 in the Defeasance Collateral in favor of Mortgagee in conformity with all applicable Mortgage in a form appropriate for the jurisdiction in which state and federal laws governing granting of such Individual Property is located,security interests; (iii3) an Officer’s Certificate a certificate of Borrower Mortgagor certifying that all of the requirements set forth in this Section 2.10 12.5 have been satisfied including, without limitation, that no Event of Default has occurred and is continuing,satisfied; (iv4) an opinion of counsel for Mortgagor in form and substance satisfying the Prudent Lender Standard and delivered by counsel satisfactory to Mortgagee in its sole discretion stating, among other things, that (Ax) that, the Defeasance Collateral has been duly and validly assigned and delivered to Lender and Lender Mortgagee has a perfected 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 that the Proceeds thereof Defeasance Security Agreement is enforceable against Mortgagor in accordance with its terms and (By) that the subject Partial Defeasance any trust formed as a REMIC pursuant to a securitization will not adversely affect fail to maintain its status as a REMIC as a result of such defeasance; (5) in the status of event the Loan is held by a REMIC, the Mortgagee has received written confirmation from any REMIC formed Rating Agency rating any securities issued in connection with a Secondary Market Transactionsecuritization that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the securities; (6) a certificate of a public accounting firm reasonably acceptable to Mortgagee certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the amount of each corresponding installment of principal and interest required to be paid under the Note for all successive Payment Dates occurring after the Release Date; (7) a letter or other written evidence from any applicable Rating Agency that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to any certificates issued in connection with a securitization of the Mortgaged Property, if applicable; and (v) 8) such other certificates, documents or instruments as Lender Mortgagee 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Standardrequire. Upon compliance with the requirements of this Section 2.1012.5, the Individual Mortgaged Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of this Mortgage and the applicable Mortgageother Loan Documents, and the Defeasance Collateral 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 constitute collateral which shall be a Special-Purpose Entity (secure the “Successor Obligor”), Note and all of Borrower’s other obligations under the Full Defeased Note or Defeased Loan Documents. Mortgagee will, at Mortgagor’s expense, execute and deliver any agreements reasonably requested by Mortgagor to release the lien of the Mortgaged Instrument from the Mortgaged Property. Upon the release of the Mortgaged Property in accordance with this Section 12.5, Mortgagor may assign all its obligations and rights under the Note, as the case may be, the other Loan Documents and the Security Agreement, together with the pledged Defeasance Collateral, to a successor entity designated by Mortgagor and approved by Mortgagee in its sole discretion. The Successor Obligor Such successor entity shall assume, execute an assumption agreement in a writing or writings satisfying the Prudent Lender Standard, all of Borrowerform and substance satisfactory to Mortgagee in its sole discretion pursuant to which it shall assume Mortgagor’s obligations under the Full Defeased Note or and the Defeased Defeasance Security Agreement. As conditions to such assignment and assumption, Mortgagor shall (x) deliver to Mortgagee an opinion of counsel in form and substance and delivered by counsel satisfactory to Mortgagee in its sole discretion stating, among other things, that such assumption agreement is enforceable against Mortgagor and such successor entity in accordance with its terms and that the Note, as the case may be, Defeasance Security Agreement and the other Loan Documents Documents, as so assumed, are enforceable against such successor entity in accordance with their respective terms, (y) pay all costs and expenses incurred by Mortgagee or its agents in connection with such assignment and assumption (including, without limitation, the review of the proposed transferee and the Security Agreement andpreparation of the assumption agreement and related documentation) and (z) deliver to Mortgagee a non-consolidation opinion in form and substance satisfactory to Mortgagee and the applicable Rating Agency. Upon such assumption, upon such assignment, Borrower shall, except as set forth herein, Mortgagor shall be relieved of its obligations hereunder. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition to such defeasance, such additional legal opinions from Borrower’s or Successor Obligor’s counsel as Lender reasonably deems necessary to confirm under the valid creation other Loan Documents and authority of the Successor Borrower (including a non-consolidation opinion), the assignment and assumption of the Loan, the Security Agreement and under the Defeasance Collateral between Borrower and Successor Borrower, and the enforceability of the assignment documents and of the Loan Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Agreement.

Defeasance. Borrower shall not be permitted The Corporation may, at its option and at any time time, upon delivery to defease all or any portion the Trustee of a Certified Resolution authorizing such action, terminate 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 obligations (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction exceptions set forth below) of the following Corporation with respect to all outstanding Debt Securities and any coupons appertaining thereto and any Debt Securities Guarantee which may have been given in respect of any series of outstanding Debt Securities and the Corporation shall be deemed to have been discharged from its obligations with respect to the outstanding Debt Securities and any coupons appertaining thereto, and any such Debt Securities Guarantee shall terminate, on the date the conditions precedent: set forth in Section 13.3 are satisfied (a) Any Full Defeasance or Partial Defeasance hereinafter "defeasance"). For this purpose, such defeasance means that the Corporation shall be deemed to have paid and discharged the entire indebtedness represented by all then outstanding Debt Securities and any coupons appertaining thereto, which shall thereafter be deemed to be "outstanding" only for the purposes of the Loan by Borrower provisions of this Indenture referred to in clauses (1) through (4) below, and to have satisfied all of its other obligations under such Debt Securities and any coupons appertaining thereto and this Indenture insofar as such Debt Securities and any coupons appertaining thereto are concerned and also means that any such Debt Securities Guarantee which may have been given in respect of the outstanding Debt Securities shall be made on a Payment Date, terminated (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (and the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of 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, orTrustee, at Lender’s requestthe expense of the Corporation, 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 proper instruments acknowledging the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”same), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of holders of such outstanding Debt Securities 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 Defeasancecoupons appertaining thereto to receive, 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 each applicable Individual Property being defeased solely from the lien of the applicable Mortgage trust fund described 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 Section 13.3 and as more fully set forth in such Section and Section 13.4, payments in respect of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, payable with respect to, such Debt Securities and any coupons appertaining thereto when such payments are due, (2) the obligation of the Corporation to pay Additional Amounts in respect of the Debt Securities pursuant to Section 8.1, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and (4) the provisions of Sections 1.5, 1.6, 2.7, 2.8, 2.14, 5.1(i), 7.4, 7.5, 8.3 and 11.4 and of this Article 13. Subject to compliance with this Article 13, the Corporation may exercise its option under this Section 2.10 have been satisfied including, without limitation, that no Event 13.1 notwithstanding the prior exercise 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 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 requirements of this its option under Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio 13.2 with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, such Debt Securities and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)coupons appertaining thereto.

Defeasance. Borrower If and when any Outstanding Certificates 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 (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent:be (a) Any Full Defeasance By well and truly paying or Partial Defeasance of causing to be paid the Loan principal and interest and prepayment premiums (if any) evidenced by Borrower shall be made on a Payment Date,such Certificates Outstanding, as and when the same become due and payable and all Additional Rent; (b) Borrower shall provide not less than fifteen By making an irrevocable deposit with the Trustee, in trust, at or before a scheduled payment date, of money that, together with the amounts then on deposit in the Lease Payment Fund is fully sufficient to pay such Certificates Outstanding, including all principal and interest and premium, if any, evidenced thereby and all Additional Rent; (15c) days prior written notice By making an irrevocable deposit with the Trustee, in trust, of Defeasance Obligations, together with money, if required, in such amount as will, in the opinion of an independent certified public accountant acceptable to Lender specifying (i) a Payment Date (the “Defeasance Release Date”) on which Trustee, together with the Full Defeasance or Partial Defeasance is interest to occuraccrue thereon, but without reinvestment thereof, and amounts then on deposit in the Lease Payment Fund together with the interest to accrue thereon, be fully sufficient to pay and discharge such Certificates (iiincluding all principal and interest) at their respective specified principal payment dates and pay all unpaid Additional Rent; or (d) By making an irrevocable deposit with the Trustee, pursuant to an escrow deposit and trust agreement, of security for the payment of Lease Payments and Additional Rent as more particularly described in Section 10.1 of the Lease Agreement, said security to be held by the Trustee as agent for the Lessee to be applied by the Trustee to pay the Lease Payments and Additional Rent as the same become due and payable, pursuant to Section 10.1 of the Lease Agreement; notwithstanding that any Certificates shall not have been surrendered for payment, all obligations of the Lessor, the Trustee and the Lessee with respect to such Outstanding Certificates shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from Lease Payments paid by or on behalf of the Lessee from funds deposited pursuant to paragraphs (b) through (d) of this Section, to the Owners of the Certificates not so surrendered and paid all sums due with respect thereto, and in the event of a Partial Defeasancedeposits pursuant to paragraphs (b) through (d) of this Section, the Individual Property proposed Certificates shall continue to evidence direct and proportionate interests of the Owners thereof in Lease Payments pursuant to the Lease Agreement. Any funds held by the Trustee, at the time of one of the events described in paragraphs (a) through (d) of this Section, that are not required for the payment to be defeasedmade to Owners, shall first be applied to the payment of Additional Rent and, thereafter, be paid over to the Lessee, subject to Section 9.8 hereof. Any Certificate or portion thereof in Authorized Denominations may be paid and discharged as provided in this Section; provided, thathowever, Borrower that if any such Certificate or portion thereof is to be prepaid, notice of such prepayment shall be required to defease have been given in accordance with the Loan on provisions hereof or the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Borrower prior Lessee shall have submitted to the Trustee instructions expressed to be irrevocable as to the date upon which such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with Borrower’s Certificate or portion thereof is to be prepaid and as to the giving of notice of such notice and revocation, prepayment; provided further, that if any such Certificate or portion thereof will not be paid or prepaid as to principal within 60 days of the deposit referred to in paragraphs (cb) Borrower shall have paid to Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including the Defeasance Release Date, through (d) Borrower of this Section, the Trustee shall pay give notice of such deposit by first class mail to Lender the Owners. If the Lessee prepays the Lease Payments and Additional Rent in full pursuant to Article X of the Lease Agreement, makes the advance deposit required by Section 10.1 of the Lease Agreement or pays all reasonable out-of-pocket fees Lease Payments and expenses associated with Additional Rent during the Full Defeasance or Partial Defeasanceterm of the Lease Agreement as the same become due and payable, as applicable (includingall right, title and interest of the Trustee and the Lessor in and to each element of the Leased Property shall be transferred to and vested in the Lessee. Title shall be vested in the Lessee hereunder without limitation, fees the necessity for any further instrument of Rating Agencies transfer; but the Trustee and accountants, and fees incurred in connection with the delivery of opinion letters related Lessor agree to such Full Defeasance or Partial Defeasance, as applicable), reasonable fees and out-of-pocket costs of take any loan servicer (if any) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due steps 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 record any and all documents reasonably required by Lender (i) in the case Lessee to consummate such vesting of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)title.

Defeasance. Borrower shall not be permitted 18.2.1 The Issuer may, at its option and at any time time, elect to defease all or any portion have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Loan except Bondholders cash or government obligations accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as expressly provided will be sufficient for the payment of principal (including premium payable upon exercise of a Put Option) and interest on the Outstanding Bonds to Maturity Date (or redemption upon a exercise of a notified Put Option); (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonable acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (hereunder US federal or Norwegian, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in this Section 2.10. Provided that the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default has shall have occurred and is continuingbe continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the articles of association or other corporate documents governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from its Chief Executive Officer and a legal opinion from its legal counsel) to the effect that all conditions for Covenant Defeasance have been complied with; and that the Defeasance Pledge (i) will not be subject to any rights of creditors of the Issuer, (ii) will constitutes a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) will, after the date which is two (2) years after 181st day following the Start-Up Day of establishment, the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, funds and assets so pledged will not be subject to the satisfaction effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the following conditions precedent:jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer. 18.2.2 Upon the exercise by the Issuer of its option under Clause 18.2.1; (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower Issuer shall be made on a Payment Date,released from their obligations under all provisions in Clause 13, except 13.2.1 (a), (e), (h) and (i). (b) Borrower the Issuer shall provide not less than fifteen (15and shall ensure that all Group Companies shall not) days prior written notice take any actions that may cause the value of the security interest created by this Covenant Defeasance to Lender specifying (i) a Payment Date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occurbe reduced, and (ii) in shall at the event request of a Partial Defeasancethe Bond Trustee execute, the Individual Property proposed or cause to be defeased; providedexecuted, thatsuch further documentation and perform such other acts as the Bond Trustee may reasonably require in order for such security interests to remain valid, Borrower shall be required to defease enforceable and perfected by the Loan on Bond Trustee for the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Borrower prior to account of 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,Bondholders; (c) Borrower save as provided for in (a) above, all provisions of the Bond Agreement shall have paid to Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including remain fully in force without any modifications. 18.2.3 All moneys amount covered by 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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” Pledge shall be deemed to mean applied by the Undefeased NoteBond Trustee, 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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 provisions of this Section 2.10Bond Agreement, to the Individual Property which is payment to the subject Bondholders of such Full Defeasance or Partial Defeasance all sums due to them under this Bond Agreement on the due date thereof. Any excess funds not required for the payment of principal, premium and interest to the Bondholders (including any expenses, fees etc. due to the Bond Trustee hereunder) shall be released from returned to 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Issuer.

Defeasance. Borrower shall not be permitted at (a) 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 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 years after the Closing Date, and ending on (ii) the date that is three (3) months prior to 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 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 except as expressly provided in this Section 2.10by providing Lender with the Defeasance Deposit (hereinafter, a "DEFEASANCE EVENT"). Provided that no Each Defeasance Event of Default has occurred and is continuing, after by the date which is two (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, shall be subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (bi) Borrower shall provide not less than fifteen twenty (1520) days prior written notice to Lender specifying (i) a Payment Date regularly scheduled payment date (the “Defeasance Release Date”"DEFEASANCE DATE") on which the Full Defeasance or Partial Defeasance Event is to occur, and (ii) in . Such notice shall indicate the event principal amount of a Partial Defeasance, the Individual Property proposed Mortgage Note 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, (dii) Borrower shall pay to Lender all reasonable out-of-pocket fees accrued and expenses associated with unpaid interest on the Full principal balance of the Mortgage Note to but not including the Defeasance or Partial DefeasanceDate. If for any reason the Defeasance Date is not a regularly scheduled payment date, 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 Borrower shall also pay interest that would have accrued on the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due and payable under Mortgage Note through the Loan Documents,next regularly scheduled payment date; (eiii) Borrower shall either deposit with pay to Lender an amount equal to all other sums, not including scheduled interest or principal payments, due under the Defeasance DepositMortgage Note, orthis Agreement, at Lender’s requestthe Mortgage, deliver and the other Loan Documents; (iv) Borrower shall pay to Lender the required Defeasance Collateral. Deposit for the Defeasance Event; (v) In connection with the foregoingevent only a portion of the Loan is the subject of the Defeasance Event, 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 prepare all necessary documents reasonably required by Lender (i) in the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (A) notes, 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 defeased portion of the Defeased original Note (the “Undefeased Note”"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 the Undefeased Note shall have identical terms identical to as the terms of the Note, Note except for the principal balance and a pro rata allocation of the Required Debt Service Paymentbalance. Neither a Full A Defeased Note nor a Defeased Note may cannot 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,Defeasance Event; (gvi) Borrower shall execute and deliver to Lender the following items: (i) a security agreement, in form and substance satisfying the Prudent Lender Standardsatisfactory to Lender, creating a first priority perfected Lien lien on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Collateral Deposit in accordance with this provision of this SECTION 2.5 (the “Security Agreement”THE "DEFEASANCE SECURITY AGREEMENT"),; (iivii) Borrower shall deliver an opinion of counsel for execution 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 LenderBorrower, that such Defeasance will not adversely affect the status of the entity holding the interest in the Mortgage Note as a release REMIC (assuming for such purpose that such entity otherwise qualifies as a REMIC) and that such Defeasance will not result in a deemed exchange of each applicable Individual Property being defeased the Certificates pursuant to SECTION 1001 of the Code; (viii) Borrower shall deliver a Rating Comfort Letter from the lien of Rating Agencies in connection with the Defeasance Event. If required by the applicable Mortgage Rating Agencies, the Borrower shall also deliver or cause to be delivered a Substantive Non-Consolidation Opinion with respect to the Successor Borrower in a form appropriate for and substance satisfactory to Lender and the jurisdiction in which such Individual Property is located,applicable Rating Agencies; (iiiix) Borrower shall deliver an Officer’s 's Certificate of Borrower certifying that the requirements set forth in this Section 2.10 SECTION 2.5(a) have been satisfied including, without limitation, that no Event of Default has occurred and is continuing,satisfied; (ivx) 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 Borrower shall deliver to Lender and Lender has a first priority perfected security interest in and Lien on certificate of Borrower's independent certified public accountant certifying that the U.S. Obligations purchased with the Defeasance Deposit and a first priority perfected security interest in and Lien on will generate monthly amounts equal to or greater than the required Scheduled 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, andPayments; (vxi) Borrower shall deliver such other certificates, documents or instruments as Lender may reasonably request including, without limitation, request; and (Axii) 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 Borrower shall pay all costs and expenses of Lender incurred in connection with any Secondary Market Transaction and (B) a certificate from an Independent certified public accountant certifying that the Defeasance Collateral complies Event, including any costs and expenses associated with all a release of the requirements Lien of this Section 2.10,the Mortgage as provided in SECTION 2.8 hereof or SECTION 2.9 hereof, as applicable, as well as reasonable attorneys' fees and expenses. (hb) In connection with each Defeasance Event, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive Due Dates after the Defeasance Date upon which interest payments are required under the Mortgage Note, in the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan Defeasance Event for the trailing twelve (12) months immediately prior to such Partial Defeasanceentire outstanding principal balance of the Loan, and (i) In or the Defeased Note, 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 Defeasance Event for only a portion 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 Section 2.10, the Individual Property which is the subject of 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 outstanding principal balance of the Loan, Borrower shall assign as applicable, and in amounts equal to an entity, which entity which shall be a Special-Purpose Entity (the “Successor Obligor”), all of Borrower’s obligations scheduled payments due on such Due Dates under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 Mortgage Note or the Defeased Note, as applicable, and assuming such Mortgage Note or Defeased Note is paid in full on the case may beAnticipated Repayment Date (the "SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the other Loan Documents and the Defeasance Security Agreement andor other appropriate document, upon such assignment, Borrower shall, except as set forth herein, shall authorize and direct that the payments received from the U.S. Obligations may be relieved of its obligations hereunder. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition made directly to 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 Cash Collateral Account (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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower under the Mortgage Note or the Defeased Note, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)as applicable.

Defeasance. Borrower shall not be permitted at (a) On any time to defease all or any portion date after the expiration of the Loan except as expressly Lockout Period, provided in this Section 2.10. Provided that no Event of Default has occurred is then continuing and is continuing, after subject to the date which is two (2) years after the Start-Up Day of the last Note securitizednotice requirement described in Section 2.1(c), Borrower may voluntarily defease all obtain the release of the Loan Collateral (a “Full Defeasance”other than the Defeasance Collateral) or a portion of from the liens created by the Loan (a “Partial Defeasance”), in either case, subject Documents upon the payment to Lender of all sums then due under the satisfaction Loan Documents and the delivery of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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) Defeasance Collateral sufficient to provide payments on or prior to, and in any event as close as possible to, all successive Payment Dates in an amount sufficient to make all payments of interest and principal due hereunder (including the then outstanding Principal Indebtedness on the first Payment Date in the Prepayment Period or such other date during the Prepayment Period as Borrower shall specify), taking into account any income tax payable on any net annual income of Borrower or the Defeasance Borrower, as applicable; (ii) written confirmation from an independent certified public accounting firm reasonably satisfactory to Lender that such Defeasance Collateral is sufficient to provide the payments described in clause (i) above; (iii) a security agreement, in form and substance satisfying the Prudent Lender Standardreasonably satisfactory to Lender, creating in favor of Lender a first priority perfected Lien on the Defeasance Deposit and the security interest in such Defeasance Collateral (the a “Security Defeasance Pledge Agreement”), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the 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 for Borrower, in form and substance satisfying the Prudent reasonably satisfactory to Lender Standard statingand delivered by counsel reasonably satisfactory to Lender, among other things, opining (A1) that, that the Defeasance Collateral Pledge Agreement has been duly authorized and validly assigned is enforceable against Borrower in accordance with its terms and delivered to Lender and that Lender has a perfected first priority perfected security interest in and Lien on the such Defeasance Deposit and a first priority perfected security interest in and Lien on the Defeasance Collateral and the Proceeds thereof Collateral; and (B2) that the subject Partial Defeasance will does not adversely affect constitute a “significant modification” of the status Loan under Section 1001 of any REMIC formed in connection with the Code or cause a Secondary Market Transaction, andtax to be imposed on the Securitization Vehicle; (v) Rating Confirmation with respect to such Defeasance; (vi) instruments reasonably satisfactory to Lender releasing and discharging or assigning to a third party Lender’s Liens on the Collateral (other than the Defeasance Collateral); (vii) such other certificates, opinions, documents or instruments as Lender and the Rating Agencies 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, request; and (iviii) 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 reimbursement 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket any costs and expenses incurred by Lender, Lender in connection with this Section 2.1 (including Lender’s reasonable attorney’s Rating Agency and Servicer fees and expenses, incurred reasonable fees and expenses of legal counsel and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection herewith). Lender shall reasonably cooperate with Borrower to avoid the incurrence of mortgage recording taxes in connection with Successor a Defeasance, which cooperation may include assigning the Note to a refinancing lender in consideration of receipt of a new defeasance note and rights under the Defeasance Pledge Agreement. (b) At the time of Defeasance, Borrower shall transfer and assign all of its interest in the Property to a third party, unless the Loan is assumed by a bankruptcy-remote entity satisfactory to Lender and the Rating Agencies to which Borrower shall transfer all of the Defeasance Collateral (a “Defeasance Borrower’s ”) and such Defeasance Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably satisfactory to Lender, such Uniform Commercial Code financing statements as may be reasonably requested by Lender and legal opinions of counsel reasonably acceptable to Lender which are substantially equivalent to the opinions delivered to Lender on the Closing Date, including new nonconsolidation opinions reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and Borrower and the Defeasance Borrower shall have delivered such other documents, certificates and legal opinions as Lender shall reasonably request, in which event Borrower shall be completely released and relieved of all of its obligations under the Loan Documents except those obligations which by their terms survive the repayment of the Loan. (c) Borrower must give Lender at least 30 days’ prior written notice of any Defeasance under this Section 2.1, specifying the Security Agreement and date on which the Defeasance Collateral. Nothing is expected to occur. (d) Upon satisfaction of the requirements contained in this Section 2.10 2.1, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and approved by Lender, as shall be necessary to release Borrower the Property from any liability or obligation relating to any environmental matters arising under Section 5.1(F)the Liens of the Loan Documents.

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 On the date which is two (2) years after during the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of Amortization Period that the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying have been satisfied: (i) a Payment Date an amount shall have been deposited (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occur, and (iix) in the event of 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 Funding Account equal to the Defeasance Depositsum of the Class A Outstanding Principal Amount, orthe Class B Outstanding Principal Amount and the CTO Outstanding Principal Amount, 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, which amount shall be invested in Cash Equivalents and (f) Borrower shall execute and deliver to Lender all documents reasonably required by Lender (iy) in the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be Reserve Account equal to or greater than the excess of the sum of the Class A Monthly Interest, the Class B Monthly Interest and the estimated CTO Monthly Interest over the estimated amount of investment earnings on amounts in the Defeasance Funding Account, as estimated by the Transferor, for each of the Interest Accrual Periods during the period from the date of the deposit to the Defeasance Funding Account through the CTO Expected Final Payment Date (i) 1.51:1.00, and the "Required Defeasance Reserve Account Amount"); (ii) the Debt Service Coverage Ratio with respect Transferor shall have delivered to the Loan for Trustee an Opinion of Counsel to the trailing twelve effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and an Opinion of Counsel to the effect that following such deposit none of the Trust, the Defeasance Reserve Account or the Defeasance Funding Account will be deemed to be an association (12or publicly traded partnership) months immediately prior taxable as a corporation; (iii) the Transferor shall have delivered to the Trustee a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such Partial Defeasancedeposit and termination of its obligations will not constitute a Pay Out Event or any event that, with the giving of notice or the lapse of time, would cause a Pay Out Event to occur; and (iv) the Rating Agency Condition shall have been satisfied; then, the Series 1998-1 Securities will no longer be entitled to the security interest of the Trust in the Receivables and , except those set forth in clause (i) In the case of a Partial above, other Trust assets ("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 Section 2.10, the Individual Property which is the subject of 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 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 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 percentages applicable to the allocation to the Series 1998-1 Securityholders of Principal Collections, Finance Charge Collections, unpaid Adjustment Payments and assumption Default Amounts shall be reduced to zero and the Monthly Servicing Fee shall be reduced to zero; provided, however, that no such Defeasance shall occur for so long as any Class A Charge-Offs, Class B Charge-Offs or CTO Charge-Offs exist. Upon the satisfaction of the Loanforegoing conditions, the Security Agreement and the Defeasance Collateral between Borrower and Successor Borrower, and the enforceability of the assignment documents and of the Loan Documents as the obligation of Successor Borrower. Borrower Class D Invested Amount shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating be reduced to any environmental matters arising under Section 5.1(F)zero.

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 (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance With respect to a release of the Loan by Borrower Lien of this Mortgage pursuant to Section 38(c) hereof other than in connection with a total repayment on the Maturity Date (each, a "Defeasance"), the Mortgagor shall deposit Defeasance Collateral in accordance with subsection (B) below to the Defeasance Collateral Account. In no event shall the deliverance of Defeasance Collateral cause the Mortgagor to be made released from its obligations to make payments of principal and interest on a Payment Date,the Note. (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the “The Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease permitted at such time as all of 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 following events 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 itemsoccurred: (i) a security agreement, in form and substance satisfying the Prudent Lender Standard, creating a first priority perfected Lien on the Defeasance Deposit shall occur after the earlier to occur of (1) the second (2nd) anniversary of the date of the Securitization and (2) the Defeasance Collateral (the “Security Agreement”),October 16, 2000; (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located,Defeasance Collateral Account shall have been established pursuant to Section 47 hereof; (iii) an Officer’s Certificate of Borrower certifying that the requirements set forth in this Section 2.10 Mortgagor shall have delivered or caused to have been satisfied includingdelivered to Mortgagee the Defeasance Collateral for deposit into the Defeasance Collateral Account such that it will satisfy the Total Defeasance Collateral Requirement with respect to a release of the Properties at the time of delivery and all such Defeasance Collateral, without limitationif in registered form, that no Event shall be registered in the name of Default has occurred and is continuing,Mortgagee or its nominee (and, if registered in nominee name endorsed to Mortgagee or in blank) and, if issued in book-entry form, the name of Mortgagee or its nominee shall appear as the owner of such securities on the books of the Federal Reserve Bank or other party maintaining such book-entry system; (iv) Mortgagor shall have granted or caused to have been granted to Mortgagee a valid perfected first priority security interest in the Defeasance Collateral and all proceeds thereof; (v) Mortgagor shall have delivered or caused to be delivered to Mortgagee an opinion Officers' Certificate, dated as of counsel the date of such delivery (x) that sets forth the aggregate face amount or unpaid principal amount, interest rate and maturity of all such Defeasance Collateral, a copy of the transaction journal, if any, or such other notification, if any, published by or on behalf of the Federal Reserve Bank or other party maintaining a book-entry system advising that Mortgagee or its nominee is the owner of such securities issued in form book-entry form, and substance satisfying (y) to the Prudent Lender Standard stating, among other things, following effect that states that: (A) that, Mortgagor owns the Defeasance Collateral being delivered to Mortgagee free and clear of any and all Liens, security interests or other encumbrances, and has not assigned any interest or participation therein (or, if any such interest or participation has been duly assigned, it has been released), and validly assigned Mortgagor has full power and authority to pledge such Defeasance Collateral to Mortgagee; (B) such Defeasance Collateral consists solely of Defeasance Eligible Investments; (C) such Defeasance Collateral satisfies the Total Defeasance Collateral Requirement, or the Minimum Defeasance Collateral Requirement (for a Partial Release), as the case may be, determined as of the date of delivery; (D) the Defeasance contemplated hereby will not give rise to an Event of Default; and (E) the information set forth in the schedule attached to such Officers' Certificate is correct and complete as of the date of delivery (such schedule, which shall be attached to and form a part of such Officers' Certificate, shall demonstrate satisfaction of the requirement set forth in clause (C) above, in a form reasonably acceptable to Mortgagee); (vi) Mortgagor shall have delivered or caused to be delivered to Lender Mortgagee (A) the Required Opinion with respect to Mortgagee's interest in such Defeasance Collateral, (B) a Tax Opinion, (C) if the Mortgage Loan at such time is included in a REMIC, a Nondisqualification Opinion, and Lender (D) an additional Opinion of Counsel, to the effect that Mortgagee will not be required to be registered under the Investment Company Act as a result of such Defeasance, and (E) an Opinion of Counsel that Mortgagee has been granted 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, andCollateral; (vvii) such other certificatesMortgagor shall have delivered or caused to be delivered to Mortgagee a certificate, documents or instruments as Lender may reasonably request includingacceptable to Mortgagee, 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 independent certified public accountant certifying confirming that Mortgagor has satisfied the Defeasance Collateral complies with all of the requirements provisions of this Section 2.10,46(b); (hviii) In Mortgagee shall have received from each of the case Rating Agencies written affirmation that the current credit ratings of the securities secured by a Partial Defeasance, pledge of the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasancedefeasance will not be qualified, downgraded or withdrawn as a result of such defeasance, which affirmation may be granted or withheld in the Rating Agencies' sole and absolute discretion; and (iix) In Mortgagor shall have delivered or caused to be delivered to Mortgagee such other documents and certificates as Mortgagee may reasonably request in 90 96 connection with demonstrating that Mortgagor has satisfied the case provisions of a Partial Defeasancethis Section 46(b). (c) For purposes of determining whether sufficient amounts are on deposit in the Defeasance Collateral Account, the RevPAR with respect to the Individual Properties securing the Undefeased Note there shall be equal included only payments of principal and predetermined and certain income thereon (determined without regard to any reinvestment of such amounts) that will occur on a stated date for a stated payment on or greater than before the dates when such amounts may be required to be applied to pay the principal and interest when due on the Note through and including the Reset Date (ias defined in the Note) RevPAR together with respect to all the outstanding principal balance of the Individual Properties Note as of the Closing Reset 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date and if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower shall not be permitted at any time will have the right 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 whole (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion and obtain the release of the Loan (a “Partial Defeasance”), in either case, subject to Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions precedentconditions: (a) Any Full Borrower will not have the right to obtain Defeasance or Partial Defeasance at any of the following times: (i) If the Loan by Borrower shall be made on is not assigned to a Payment Date,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) Borrower shall provide not less than fifteen will give Lender Notice (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Full Defeasance. The Defeasance or Partial Defeasance is to occurClosing Date specified by Borrower may not be more than 60 calendar days, and (ii) in nor less than 30 calendar days, after the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan date on which Lender receives the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Notice. Lender will acknowledge receipt of the Defeasance Notice and will notify Borrower prior to of the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with identity of the accommodation borrower (“Successor Borrower’s giving of such notice and revocation,”). (c) Borrower shall have paid to The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of the Defeasance. If Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including does not receive 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 DefeasanceFee, 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 right to obtain Defeasance Deposit pursuant to purchase the that 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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:Notice will terminate. (i) a security agreement, in form and substance satisfying the Prudent Lender Standard, creating a first priority perfected Lien on If Borrower timely pays the Defeasance Deposit and the Defeasance Collateral (the “Security Agreement”), (ii) for execution by LenderFee, a release of each applicable Individual Property being defeased from the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located, (iii) an Officer’s Certificate of but 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 fails to perform its other things, (A) that, the Defeasance Collateral has been duly and validly assigned and delivered to 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 obligationsthis Section, Lender may require as a condition to such defeasance, such additional legal opinions from Borrower’s or Successor Obligor’s counsel as Lender reasonably deems necessary to confirm will have 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).right

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date). This Section 12.12 will apply if the Note is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section 12.12(a) and (c), Borrower shall not be permitted at any time will have the right 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 whole (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion and obtain the release of the Loan (a “Partial Defeasance”), in either case, subject to Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions precedentconditions: (a) Any Full Borrower will not have the right to obtain Defeasance or Partial Defeasance at any of the following times: (i) If the Loan by Borrower shall be made on is not assigned to a Payment Date,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) Borrower shall provide not less than fifteen will give Lender Notice (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Full Defeasance. The Defeasance or Partial Defeasance is to occurClosing Date specified by Borrower may not be more than 60 calendar days, and (ii) in nor less than 30 calendar days, after the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan date on which the Defeasance Release Date specified Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice and will state in such notice unless such notice is revoked in writing by receipt whether Lender will designate the Successor Borrower prior or will permit Borrower to designate the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with Successor 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 The Defeasance Release Date, Notice must be accompanied by a $10,000 non-refundable fee (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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 NoteFee”). The Defeased Note and If Lender does not receive the Undefeased Note shall have terms identical Defeasance Fee, then Borrower’s right 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 obtain Defeasance pursuant to “Note” shall be deemed to mean the Undefeased Note, unless expressly provided otherwise, (g) Borrower shall deliver to Lender the following items:that Defeasance Notice will terminate. (i) a security agreement, in form and substance satisfying the Prudent Lender Standard, creating a first priority perfected Lien on If Borrower timely pays the Defeasance Deposit and Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Collateral (the “Security Agreement”Fee as liquidated damages for Borrower’s default and, except as provided in Section 12.12(d)(ii), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 further obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)12.

Defeasance. Borrower shall not be permitted The Indenture will provide that the Company at any time may terminate all its obligations under the New Notes and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to defease all register the transfer or any portion exchange of the Loan except as expressly provided New Notes, to replace mutilated, destroyed, lost or stolen New Notes and to maintain a registrar and paying agent in this Section 2.10respect of the New Notes. Provided The Company at any time may terminate its obligations under certain covenants that no are described in the Indenture, including 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 “—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” (“covenant defeasance”). If the Company exercises its legal or covenant defeasance option each Guarantor will be released from all of its obligations with respect to its Guarantee. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the New Notes may not be accelerated because of an Event of Default has occurred and is continuingwith respect thereto. If the Company exercises its covenant defeasance option, after the date which is two (2) years after the Start-Up Day payment of the last Note securitized, Borrower New Notes may voluntarily defease all not be accelerated because of the Loan an Event of Default specified in clause (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”3), (4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) under “—Defaults.” In order to exercise either defeasance option, the Company must irrevocably deposit in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date trust (the “Defeasance Release Datedefeasance trust”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of 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 Trustee money or Partial DefeasanceU.S. Government Obligations for the payment of principal, 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 premium (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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 interest on the Defeasance Deposit and the Defeasance Collateral (the “Security Agreement”), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the 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 New Notes to 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 redemption 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 Notematurity, as the case may be, and must comply with certain other conditions, including delivery to the other Loan Documents Trustee of an Opinion of Counsel to the effect that holders of the New 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 Security Agreement, together with same amount and in the pledged Defeasance Collateral. The Successor Obligor shall assumesame 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 writing ruling of the Internal Revenue Service or writings satisfying change in applicable federal income tax law). Notwithstanding the Prudent Lender Standardforegoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of Borrower’s obligations the New Notes not theretofore deregistered (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 Full Defeased Note or Trustee for the Defeased Notegiving of notice of redemption by the Trustee in the name, as and at the case may beexpense, 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Company.

Defeasance. Borrower shall not be permitted at any time to defease all (a) During the period commencing on the first date (the "First Defeasance Date") after the earlier of three years following the date hereof or any portion two years after the date of the Loan except a Secondary Market Transaction (as expressly defined in Paragraph 19(b)) and provided in this Section 2.10. Provided that no Event of Default has occurred and is continuingexists, after Mortgagor may obtain the date which is two (2) years after the Start-Up Day release of the last Note securitized, Borrower may voluntarily defease all Mortgaged Property from the lien of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to this Mortgage upon the satisfaction of the following conditions precedent: (ai) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen thirty (1530) days prior written notice is given to Lender Mortgagee specifying (i) a Payment Date the date (the “Defeasance "Release Date”") on which the Full Defeasance or Partial Defeasance Deposit (hereinafter defined) is to occur, and be made; (ii) in the event payment to Mortgagee of 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 principal balance of the Note to and including the Defeasance Release Date, (d) Borrower ; provided that if the Release Date is other than a regularly scheduled payment date on the Note, Mortgagor shall also 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Mortgagee the amount of interest that would have accrued on the Defeased Note from the Release Date to and including the day immediately preceding the next regularly scheduled payment date on the Note; (iii) the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have terms identical payment to the terms Mortgagee of all other sums, not including scheduled interest or principal payments, due under the Note, except for this Mortgage, the principal balance Assignment, 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 and including the Undefeased Note, unless expressly provided otherwise,Release Date; (giv) Borrower shall deliver the payment to Lender Mortgagee of the following itemsDefeasance Deposit; (v) the delivery to Mortgagee of: (iA) a security agreement, in form them and substance satisfying the Prudent Lender Standardreasonably satisfactory to Mortgagee, creating a first priority perfected Lien lien on the Defeasance Deposit and the U.S. Obligations (hereinafter defined) purchased on behalf of Mortgagor with the Defeasance Collateral Deposit in accordance with this provision of this paragraph (the “"Security Agreement”"),; (iiB) for execution by Lender, a release of each applicable Individual the Mortgaged Property being defeased from the lien of the applicable this Mortgage (for execution by Mortgagee) in a form foe ___iii appropriate for the jurisdiction in which such Individual the Mortgaged Property is located,; (iiiC) an Officer’s Certificate officer's certificate of Borrower Mortgagor certifying that the requirements set forth in this Section 2.10 Subparagraph (a) have been satisfied including, without limitation, that no Event of Default has occurred and is continuing,satisfied; (ivD) an opinion of counsel for Mortgagor in form and substance satisfying the Prudent Lender Standard and delivered by counsel reasonably satisfactory to Mortgagee stating, among other things, things (Ax) that, the Defeasance Collateral has been duly and validly assigned and delivered to Lender and Lender that Mortgagee has a perfected first priority perfected security interest in and Lien on the Defeasance Deposit and a first priority perfected security interest in and Lien the U.S. Obligations purchased by Mortgagee on the Defeasance Collateral and the Proceeds thereof and behalf of Mortgagor, (By) that the subject Partial Defeasance Security Agreement is enforceable against Mortgagor in accordance with its txxxx and (z) that the defeasance will not adversely affect cause any trust to fail to qualify as a REMIC; (E) evidence in writing from the status applicable Rating Agencies to the effect that such release will not result in a re-qualification, reduction or withdrawal of any REMIC formed rating in effect immediately prior to such defeasance for any securities issued in connection with a Secondary Market Transaction, ; and (vF) such other certificates, opinions, documents or instruments as Lender Mortgagee may reasonably request includingrequest; and. (vi) no Event of Default exists. In connection with the conditions set forth in Subparagraph 11(a)(v) above, without limitationMortgagor hereby appoints Mortgagee as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations identified for Mortgagee by Mortgagor or Mortgagor's agent (other than Mortgagee) and 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 the Note (Aincluding the amounts due on the Maturity Date) written confirmation and in amounts equal to the scheduled payments due on such dates under the Note (the "Scheduled Defeasance Payments"). Mortgagor, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the relevant Rating Agencies that such Partial Defeasance will not cause any Rating Agency U.S. Obligations may be made directly to withdraw, qualify or downgrade Mortgagee and applied to satisfy 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 obligations of Mortgagor under the Defeasance Collateral complies with all of the requirements of this Section 2.10,Note. (hb) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10Paragraph 11, the Individual Mortgaged Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable this Mortgage, the Guaranty shall be released and the pledged U.S. Obligations shall thereafter no longer be subject the sole source of collateral securing the Note. Any portion of the Defeasance Deposit in excess of the amount necessary to restrictions purchase the U.S. Obligations required by Subparagraph (a) above to satisfy Mortgagor's obligations under this Paragraph (and any other deposits, impounds, or reserves of Mortgagor held by or on transfer set forth hereinaccount of Mortgagee under this Mortgage) shall be remitted to Mortgagor with the release of the Mortgaged Property from the lien of this Mortgage. In connection with such release, Mortgagee shall establish or designate a defeasance of the Loan, Borrower shall assign to an entity, which successor entity which shall be a Special-Purpose Entity (the “"Successor Obligor”)Mortgagor") and Mortgagor shall transfer and assign all obligations, all of Borrower’s rights and duties under and to the Note together with the pledged U.S. Obligations to such Successor Mortgagor. Such Successor Mortgagor shall assume the obligations under the Full Defeased Note and the Security Agreement and Mortgagor and Guarantor shall be relieved of their respective obligations thereunder (but in each instance only as to acts or Defeased Noteevents occurring, or obligations arising, after consummation of the defeasance provided for in this Paragraph). The Mortgagor shall pay 51,000.00 to any such Successor Mortgagor as consideration for assuming the case may be, obligations under the other Loan Documents Note and the Security Agreement. Notwithstanding anything in this Mortgage to the contrary, together with the pledged Defeasance Collateral. The Successor Obligor no other assumption fee shall assume, in be payable upon 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 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 transfer of the Successor Borrower (including a non-consolidation opinion)Note in accordance with this paragraph, 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 Documents as the obligation of Successor Borrower. Borrower but Mortgagor shall pay all out-of-pocket costs and expenses incurred by LenderMortgagee, including Lender’s Mortgagee's reasonable attorney’s out-of-pocket attorneys' fees and expenses, incurred in connection with Successor Borrower’s assumption this Paragraph 11. (c) For purposes of this Paragraph 11, the following terms shall have the following meanings: (i) The term "Defeasance Deposit" shall mean an amount equal to the sum of one-hundred percent (100%) of the Loanentire unpaid principal balance of the Note, the Security Agreement Yield Maintenance Premium, any reasonable out-of-pocket costs and expenses incurred or to be incurred in the purchase of U.S. Obligations necessary to meet the Scheduled Defeasance Collateral. Nothing Payments and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note or otherwise required to accomplish the agreements of this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).paragraph;

Defeasance. Borrower shall not be permitted (a) The Co-Issuers may at any time prior to defease the Anticipated Repayment Date of any outstanding Series of Term Notes, upon ten (10) Business Days’ notice to the Indenture Trustee (such Payment Date, the “Defeasance Payment Date”), obtain the release from all or any portion covenants of this Base Indenture relating to ownership and operation of the Loan except as expressly provided Collateral by delivering United States government securities providing for payments that replicate the required payments with respect to the Term Notes then outstanding on each Payment Date, including, Indenture Trustee Fees, if any, through the first Payment Date, for the applicable Notes of each such Series, on which such Term Notes could be prepaid without payment of any Prepayment Consideration (including payment in this Section 2.10. Provided full of the principal of such Notes on such Payment Date); provided, that all Variable Funding Notes have been paid in full and the Class A-1 Commitment Amount of all Variable Funding Notes has been irrevocably reduced to zero; provided, further, that (i) no Event of Default has occurred and is continuing, after ; (ii) the Co-Issuers shall pay or deliver on the date which is two of such defeasance (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceDefeasance Date”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 Outstanding Class Principal Indebtedness Balance of each Class of Notes to and but not including the Defeasance Release Date (and, if the Defeasance Date is not a Payment Date, (d) Borrower shall pay , the interest that would have accrued to Lender all reasonable out-of-pocket fees and expenses associated with but not including 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 applicablenext Payment Date), reasonable fees and out-of-pocket costs of any loan servicer (if anyb) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due under each Class of Notes and payable under the Loan Documents, all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (ec) Borrower shall either deposit with Lender an amount U.S. government securities providing for payments equal to the Scheduled 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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”)Payments; and (Biii) receipt of a Ratings Agency Confirmation. In addition, 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 Co-Issuers shall deliver to Lender the following items: Indenture Trustee (i1) a security agreement, in form and substance satisfying agreement granting the Prudent Lender Standard, creating a first priority perfected Lien Indenture Trustee on the Defeasance Deposit and the Defeasance Collateral (the “Security Agreement”), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien behalf of the 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 Lender and Lender has Noteholders a first priority perfected security interest in the U.S. government securities so delivered by the Co-Issuers, (2) an Opinion of Counsel as to the enforceability and Lien on the Defeasance Deposit and a first priority perfected perfection of such 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 (B3) a certificate from confirmation by an Independent certified public accountant certifying accounting firm that the U.S. government securities so delivered are sufficient to pay all interest due from time to time after the Defeasance Collateral complies Date (or if the Defeasance Date is not a Payment Date, due after the next Payment Date) and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fees. The Co-Issuers, 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 the Co-Issuers under the Notes and the other Transaction Documents. (b) If the Asset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with all the defeasance, the Co-Issuers shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee (acting solely at the direction of the Controlling Class Representative), with respect to which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee (acting solely at the direction of the Controlling Class Representative) 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 Co-Issuers under the Notes being defeased and the security agreement and the Obligors and the Guarantors shall be relieved of their obligations in respect thereof under the Transaction Documents. The Co-Issuers shall pay Ten Dollars ($10) to such new entity as consideration for assuming such obligations. (c) If the Co-Issuers satisfy the requirements of this Section 2.10, (h2.11(a) In to defease the case Notes and delivers to the Indenture Trustee an Officer’s Certificate of a Partial Defeasancethe Co-Issuers and an Opinion of Counsel in compliance with Section 15.01, the Debt Service Coverage Ratio with respect Indenture Trustee shall promptly execute, acknowledge and deliver to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) Obligors a release of the Debt Service Coverage Ratio with respect Collateral under the applicable Transaction Documents in recordable form to the Loan extent applicable for such release; provided that the trailing twelve (12) months immediately prior Obligors shall, at their sole expense, prepare any and all documents and instruments necessary to effect such Partial Defeasancerelease, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 the reasonable approval 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 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 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 BorrowerIndenture Trustee, and the enforceability of the assignment documents and of the Loan Documents as the obligation of Successor Borrower. Borrower Obligors shall pay all out-of-pocket costs and expenses reasonably incurred by Lender, the Indenture Trustee (including Lender’s reasonable attorney’s attorneys’ fees and expenses, incurred disbursements) in connection with Successor Borrower’s assumption the review, execution and delivery of the Loan, the Security Agreement documents and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating instruments necessary to any environmental matters arising under Section 5.1(F)effect such release.

Defeasance. Borrower shall With respect to any Mortgage Loan that contains a provision for any defeasance of mortgage collateral (a "Defeasance Loan"), the related Mortgage Note or Mortgage provides that the defeasance option is not be permitted exercisable prior to a date that is 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 least two (2) years after following the Start-Up Day of the last Note securitizedClosing Date and is otherwise in compliance with applicable statutes, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen (15) days rules and regulations governing REMICs; requires prior written notice to Lender specifying the holder of the Mortgage Loan of the exercise of the defeasance option and payment by Borrower of all related reasonable fees, costs and expenses as set forth below; requires, or permits the lender to require, the Mortgage Loan (ior the portion thereof being defeased) to be assumed by a Payment Date single-purpose entity; and requires counsel to provide a legal opinion that the Trustee has a perfected security interest in such collateral prior to any other claim or interest. In addition, each Mortgage loan that is a Defeasance Loan permits defeasance only with substitute collateral constituting "government securities" within the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Note (or the “Defeasance Release Date”portion thereof being defeased) on which the Full Defeasance or Partial Defeasance is to occurwhen due, and (ii) in the event case of a Partial DefeasanceARD Loans, assuming the Individual Property proposed to be defeased; providedAnticipated Repayment Date is the Maturity Date. To Seller's actual knowledge, 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 defeasance under the Mortgage 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 is only for the purpose of applying facilitating the disposition of a Mortgaged Property and not as part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. With respect to each Defeasance Deposit to purchase Loan, except as set forth on Schedule C-29, the Defeasance Collateral, (f) related Mortgage or other related loan document provides that the related Borrower shall execute (a) pay all Rating Agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and deliver to Lender all documents reasonably other reasonable expenses associated with defeasance, including, but not limited to, accountant's fees and opinions of counsel, or (b) provide all opinions required by Lender (i) under the related loan documents, including, if applicable, a REMIC opinion and a perfection opinion and any applicable rating agency letters confirming no downgrade or qualification of ratings on any classes in the case of a Full Defeasancetransaction. Additionally, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the for any Mortgage Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 thenCut-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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be off Date Principal Balance equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) In the case of a Partial Defeasance$19,900,000, the RevPAR with respect to Mortgage Loan or the Individual Properties securing related documents require confirmation from the Undefeased Note shall be equal to or greater than (i) RevPAR with respect to all Rating Agency that exercise of the Individual Properties as defeasance option will not cause a downgrade or withdrawal of the Closing Date, rating assigned to any securities backed by the Mortgage Loan and (ii) RevPAR with respect require the Borrower 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s any Rating Agency fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).

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. (a) Provided that no Event of Default has shall have occurred and is continuingremain uncured, Borrower shall have the right at any time after the date which is two (2) years after Release Date and prior to the Start-Up Day Maturity Date to voluntarily defease the entire Loan and obtain a release of the last Note securitized, Borrower may voluntarily defease all lien of the Loan Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceTotal Defeasance Event”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (bi) Borrower shall provide Lender not less than fifteen thirty (1530) days prior written notice to (or such shorter period of time if permitted by Lender in its reasonable discretion) but not more than sixty (60) days notice specifying (i) a Payment Date date (the “Total Defeasance Release Date”) on which the Full Total Defeasance or Partial Defeasance Event is to occur, and ; (ii) in the event of 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 (A) all reasonable out-of-pocket fees payments of principal and expenses associated with interest due and payable on the Full Loan to and including the Total Defeasance or Partial DefeasanceDate (provided that, as applicable 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); (includingB) all other sums, 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 Note, this Agreement, the Security Instrument and the other Loan Documents,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 out-of-pocket 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 and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note and/or the Total Defeasance Event. (eiii) Borrower shall either deposit with Lender an amount equal to the Total Defeasance Collateral into the Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance Collateral. In connection Collateral Account and otherwise comply with the foregoing, Borrower appoints Lender as Borrower’s agent for the purpose provisions of applying the Defeasance Deposit to purchase the Defeasance Collateral,Section 2.8(d) hereof; (fiv) Borrower shall execute and deliver to Lender all documents a Security Agreement, in form and substance reasonably required by Lender (i) satisfactory to Lender, in the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance respect of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Defeasance Collateral Account 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,Total Defeasance Collateral; (gv) Borrower shall deliver to Lender the following items: (i) a security agreementan opinion of counsel for Borrower, in form and substance satisfying the Prudent reasonably satisfactory to Lender Standardand delivered by counsel reasonably satisfactory to Lender, creating 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 perfected Lien on the Defeasance Deposit and security interest in the Defeasance Collateral Account and the Total Defeasance Collateral; (B) if a Securitization has occurred (1) the REMIC Trust formed pursuant to such Securitization and/or any subsequent or prior Securitization of the Loan or any portion thereof or interest therein will each not fail to maintain their respective status as a “Security Agreement”),real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code as a result of a Total Defeasance Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would not (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.1001-3 or (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; (C) the Total Defeasance Event will not result in a deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes; (D) 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 (E) a New Non- Consolidation Opinion with respect to the Successor Borrower; (iivi) for execution by Lender, Borrower shall deliver to Lender a release of each applicable Individual Property being defeased from Rating Agency Confirmation as to the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located,Total Defeasance Event; (iiivii) Borrower shall deliver an Officer’s Certificate of Borrower certifying that the requirements set forth in this Section 2.10 2.8 have been satisfied including, without limitation, that no Event of Default has occurred and is continuing,satisfied; (ivviii) an opinion Borrower shall deliver a certificate of counsel in form and substance satisfying a “big four” or other nationally recognized public accounting firm acceptable to Lender certifying that the Prudent Lender Standard stating, among other things, (A) that, the Total Defeasance Collateral has been duly and validly assigned and delivered will generate monthly amounts equal to Lender and Lender has a first priority perfected security interest in and Lien on or greater than the Scheduled 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, Payments; and (vix) Borrower shall deliver such other certificates, opinions, documents or and instruments as Lender may reasonably request including, without limitation, request. (Ab) written confirmation from If Xxxxxxxx has elected to defease 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 entire Note and (B) a certificate from an Independent certified public accountant certifying that the Defeasance Collateral complies with all of the requirements of this Section 2.10, (h) In the case of a Partial Defeasance2.8 have been satisfied, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable Mortgage, Security Instrument and the Total Defeasance Collateral pledged pursuant to the Security Agreement shall thereafter no longer be subject to restrictions on transfer set forth hereinthe sole source of collateral securing the Note. In connection with a defeasance the release of the Loanlien, Borrower shall assign submit to an entityLender, which entity which 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 Xxxxxx. Such release shall be in a Specialform appropriate in the jurisdiction in which the Property is located and shall contain standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Applicable Law, and (ii) will affect such release in accordance with the terms of this Agreement. Borrower shall pay all actual out-Purpose Entity of-pocket costs, taxes and expenses associated with the release of the lien of the Security Instrument, including Xxxxxx’s reasonable attorneys’ fees. Except as set forth in this Article 2, 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. (c) At Borrower’s sole cost and expense, Lender shall use commercially reasonable efforts to cooperate with Xxxxxxxx to avoid the incurrence of mortgage recording taxes in connection with a Total Defeasance Event. (d) On or before the date on which Borrower delivers the Total Defeasance Collateral, Borrower or Successor Borrower (as applicable) shall open at any Eligible Institution an Eligible Account (the “Successor ObligorDefeasance Collateral Account”). The Defeasance Collateral Account shall contain only (i) Total Defeasance Collateral, and (ii) cash from interest and principal paid on the Total Defeasance Collateral. All cash from interest and principal payments paid on the Total Defeasance Collateral shall be paid over to Lender on each Monthly Payment Date and applied first to accrued and unpaid interest and then to principal. Any cash from interest and principal paid on the Total Defeasance Collateral not needed to pay the Scheduled Defeasance Payments shall be paid to Borrower or Successor Borrower (as applicable). Borrower or Successor Borrower (as applicable) shall cause the Eligible Institution at which the Total Defeasance Collateral is deposited to enter into an agreement with Borrower or Successor Borrower (as applicable) and Lender, satisfactory to Lender in its sole discretion, pursuant to which such Eligible Institution shall agree to hold and distribute the Total Defeasance Collateral in accordance with this Agreement. Borrower or Successor Borrower (as applicable) shall be the owner of the Defeasance Collateral Account and shall report all income accrued on Total Defeasance Collateral for federal, state and local income tax purposes in its income tax return. Borrower 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 Borrower’s obligations any insufficiency in the Defeasance Collateral Account. (e) In connection with a Total Defeasance Event under this Section 2.8, Borrower shall transfer and assign all obligations, rights and duties under and to the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security Agreement, together with the pledged Total Defeasance CollateralCollateral to a newly-created successor entity, which entity shall be a Single Purpose Entity and which entity shall be designated or established by Borrower (the “Successor Borrower”). The Such Successor Obligor Borrower shall assume, in a writing or writings satisfying assume 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, and Borrower shall, except as set forth herein, shall be relieved of its obligations hereunder. If under the Loan Documents (other than those obligations which by their terms survive a Successor Borrower assumes Borrower’s obligationsrepayment, Lender may require as a condition to such defeasance, such additional legal opinions from Borrower’s defeasance 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 other satisfaction of the Loan Documents and/or a transfer of the Property in connection with Xxxxxx’s exercise of its remedies under the Loan Documents). Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligation of Successor Borrowerobligations under the Note and the Security Agreement. Borrower shall pay all actual out-of-pocket costs and reasonable expenses incurred by LenderXxxxxx, including Lenderthe cost of establishing the Successor Borrower and Xxxxxx’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of therewith. (f) Notwithstanding anything to the Loan, the Security Agreement and the Defeasance Collateral. Nothing contrary contained in this Section 2.10 shall release Borrower from 2.8, the parties hereto hereby acknowledge and agree that after the Securitization of the Loan (or any liability portion thereof or obligation relating interest therein), with respect to any environmental Lender approval or similar discretionary rights over any matters arising under contained in this Section 5.1(F(any such matter, a “Defeasance Approval Item”), such rights shall be construed such that Lender shall only be permitted to withhold its consent or approval with respect to any Defeasance Approval Item if the same fails to meet the Prudent Lender Standard.

Defeasance. Borrower shall not be permitted at (a) At any time prior to defease all or any portion the last day of the Loan except as expressly provided Prepayment Consideration Period for any Outstanding Series of Term Notes with the latest Anticipated Repayment Date (such Payment Date, the “Defeasance Payment Date”), the Issuer may obtain the release from all covenants of this Base Indenture relating to ownership and operation of the Network Assets by delivering United States government securities that provide for payments on each Payment Date which replicate the required payments (including any Targeted Amortization Amounts) 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 (in this Section 2.10. Provided any of its capacities), Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, [***] and any other amounts due and owing to any [***], Workout Fees, the Back-Up Manager Fee and any other amounts due and owing to the Back-Up Manager, if any, through the Defeasance Payment Date for each Series of Notes (including payment in full of the principal of the Notes on the related Defeasance Payment Date); provided, that (i) no Event of Default has occurred and is continuing, after ; (ii) the Issuer shall pay or deliver on the date which is two of such defeasance (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceDefeasance Date”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 Outstanding Class Principal Indebtedness Balance of each Class of Notes to and but not including the Defeasance Release Date (and, if the Defeasance Date is not a Payment Date, (d) Borrower shall pay , the interest that would have accrued to Lender all reasonable out-of-pocket fees and expenses associated with but not including 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 applicablenext Payment Date), reasonable fees and out-of-pocket costs of any loan servicer (if anyb) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due under each Class of Notes and payable under the Loan Documents, all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (ec) Borrower shall either deposit with Lender an amount U.S. government securities providing for payments equal to the Scheduled 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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”)Payments; and (Biii) the other promissory note having a principal balance equal notice shall have been delivered to the Allocated Loan Amounts of all Individual Properties (including [***]. In addition, 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 Issuer shall deliver to Lender the following items: Servicer on behalf of the Indenture Trustee (i1) a security agreement, in form and substance satisfying agreement granting the Prudent Lender Standard, creating a first priority perfected Lien Indenture Trustee on the Defeasance Deposit and the Defeasance Collateral (the “Security Agreement”), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien behalf of the 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 Lender and Lender has Secured Parties a first priority perfected security interest in the U.S. government securities so delivered by the Issuer, (2) an Opinion of Counsel as to the enforceability and Lien on the Defeasance Deposit and a first priority perfected perfection of such 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 (B3) a certificate from confirmation by an Independent certified public accountant certifying accounting firm that the U.S. government securities so delivered are sufficient to pay all interest due from time to time after the Defeasance Collateral complies Date (or if the Defeasance Date is not a Payment Date, due after the next Payment Date) and all principal due upon maturity for each Class of Notes, and the Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee, Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, Workout Fees, the Back-Up Manager Fee and any other amounts due and owing to the Back-Up Manager, if any. 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 the Issuer under the Notes and the other Transaction Documents. (b) If the Asset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with all the defeasance, the Issuer shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee (acting at the prior written direction of the Servicer), with respect to which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee (consistent with the prior non-consolidation Opinion of Counsel most recently delivered to the Indenture Trustee) has been delivered to the Indenture Trustee and to transfer to that entity the pledged U.S. government securities. The new entity shall assume the obligations of the 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 Ten Dollars ($10) to such new entity as consideration for assuming such obligations. (c) If the Issuer satisfies the requirements of this Section 2.10, (h2.11(a) In to defease the case Notes and delivers to the Indenture Trustee an Officer’s Certificate of a Partial Defeasancethe Issuer and an Opinion of Counsel in compliance with Section 15.01, the Debt Service Coverage Ratio with respect Indenture Trustee shall promptly execute, acknowledge and deliver to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) Obligors a release of the Debt Service Coverage Ratio with respect Collateral under the applicable Transaction Documents in recordable form to the Loan extent applicable for such release; provided that the trailing twelve (12) months immediately prior Obligors shall, at their sole expense, prepare any and all documents and instruments necessary to effect such Partial Defeasancerelease, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 the reasonable approval 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 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 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 BorrowerIndenture Trustee, and the enforceability of the assignment documents and of the Loan Documents as the obligation of Successor Borrower. Borrower Obligors shall pay all out-of-pocket costs and expenses reasonably incurred by Lender, the Indenture Trustee (including Lender’s reasonable attorney’s attorneys’ fees and expenses, incurred disbursements) in connection with Successor Borrower’s assumption the review, execution and delivery of the Loan, the Security Agreement documents and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating instruments necessary to any environmental matters arising under Section 5.1(F)effect such release.

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. (a) Provided that no Event of Default has shall have occurred and is continuingremain uncured, Borrower shall have the right at any time after the date which is two (2) years after Prepayment Lockout Expiration Date and prior to the Start-Up Day Anticipated Repayment Date to obtain a release of the last Note securitized, Borrower may voluntarily defease all Lien of the Loan Mortgage encumbering the Collateral Property (a “Full "Defeasance”) or a portion of the Loan (a “Partial Defeasance”"), in either casefull only and not in part, subject to the upon satisfaction of the following conditions precedentconditions: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (bi) Borrower shall provide not less than fifteen Lender thirty (1530) 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 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 satisfied the conditions in this Section 2.4.1 and interest accrued and unpaid on which it shall effect the Principal Indebtedness to and including the Defeasance Release Date,Defeasance; (dii) Borrower shall pay to Lender (A) all reasonable out-of-pocket fees accrued and expenses associated with unpaid interest on the Full Principal balance of the Note to and including the Defeasance or Partial Defeasance, as applicable Date and (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 anyB) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums sums, then due and payable under the Note, this Agreement, the Mortgage and the other Loan Documents,; (eiii) Borrower shall either deposit with Lender an amount equal to the Defeasance Deposit, or, at Lender’s request, deliver to Lender Collateral into the Defeasance Collateral. In connection Collateral Account and otherwise comply with the foregoing, Borrower appoints Lender as Borrower’s agent for the purpose provisions of applying the Defeasance Deposit to purchase the Defeasance Collateral,Sections 2.4.3 and 2.4.4 hereof; (fiv) Borrower shall execute and deliver to Lender all documents reasonably required by a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) Borrower shall deliver to Lender (1) an opinion of counsel for Borrower satisfactory to a prudent lender opining, among other things, that (A) Lender (i) has a legal and valid perfected first priority security interest in the case Defeasance Collateral Account and the Defeasance Collateral, (B) if a Secondary Market Transaction has occurred, the REMIC Trust formed pursuant to such Secondary Market Transaction will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance Section 860D of the Loan (Code as a result of the “Full Defeased Note”)Defeasance pursuant to this Section 2.4.1, and (iiC) in delivery of the case Defeasance Collateral and the grant of a Partial Defeasance, security interest therein to issue two substitute notes as follows: (A) one promissory note in a principal amount equal to 125% Lender shall not constitute an avoidable preference under Section 547 of the Allocated Loan Amount of the Individual Property to be defeased (the “Defeased Note”); U.S. Bankruptcy Code or applicable state law, and (B2) the other promissory note having a principal balance equal an Insolvency Opinion with respect 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,Successor Borrower; (gvi) Borrower shall deliver to Lender a Rating Comfort Letter with respect to the following items:Defeasance; (ivii) 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 each applicable Individual Property being defeased from the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located, (iii) Borrower shall deliver an Officer’s 's Certificate of Borrower certifying that the requirements set forth in this Section 2.10 2.4.1 (a) have been satisfied including, without limitation, that no Event of Default has occurred and is continuing,satisfied; (ivviii) 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 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) Borrower shall deliver a certificate from an Independent of Borrower's independent certified public accountant certifying that the Defeasance Collateral complies 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 reasonable costs and expenses of Lender incurred in connection with all of the defeasance, 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 2.10, (h) In the case of a Partial Defeasance2.4.1 have been satisfied, the Debt Service Coverage Ratio with respect Collateral Property shall be released from the Lien of the Mortgage and the Defeasance Collateral, pledged pursuant to the Undefeased Note Security Agreement, shall be equal the sole source of collateral securing the Note. In connection with the release of the Lien, Borrower shall submit to or greater Lender, not less than thirty (30) days prior to the Defeasance Date, releases of Liens (and related Loan Documents) for execution by Lender. Such releases shall be in a form appropriate in the jurisdiction in which the Collateral Property is located and satisfactory to Lender in its reasonable discretion. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer's Certificate certifying that such documentation (i) 1.51:1.00is in compliance with all Legal Requirements, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to will effect such Partial Defeasance, and (i) 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 release in accordance with the Prudent Lender Standard. Upon compliance with the requirements terms of this Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs costs, taxes and expenses incurred by Lenderassociated with the release of the Lien of the Mortgage, including Lender’s 's reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateralattorneys' fees. Nothing Except as set forth in this Section 2.10 2.4.1, or otherwise in this Agreement, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)of the Lien of the Mortgage on the Collateral Property.

Defeasance. Borrower shall not be permitted at any time to defease all One 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 (2) years after the Start-Up Day of the last Note securitized, Borrower more Issuers may voluntarily defease all of the Loan effect a defeasance (a “Full Defeasance”) or a portion of the Loan Notes by obtaining the release from all covenants of the Indenture relating to ownership and operation of the Properties, by delivering United States government securities providing for payments that replicate the required payments with respect to each Class of Notes then outstanding on each Payment Date (a the “Partial DefeasanceDefeasance Collateral”), including Indenture Trustee Fees, Workout Fees, Property Management Fees, Emergency Property Expenses, Liquidation Fees, Special Servicing Fees and Extraordinary Expenses and any other amounts due and owing to the Property Managers, the Special Servicers, the Back-up Manager or the Indenture Trustee, if any, through and including the first Payment Date on which each such Class Notes could be prepaid without payment of any Make Whole Amounts (including payment in either case, full of principal of such Class of Notes on such Payment Date). Any Defeasance is subject to the satisfaction of the Rating Condition and the following conditions precedent: conditions: (ai) Any Full such Defeasance or Partial Defeasance of the Loan by Borrower shall be made occur on a Payment Date, (b) Borrower , and the applicable Issuers shall provide not less than fifteen ten (1510) days prior written notice to Lender specifying (i) a the Indenture Trustee, the Property Managers and the Special Servicers of the Payment Date upon which it intends to effect a Defeasance hereunder (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occur, and ); (ii) in all accrued and unpaid interest and all other sums due on the event of a Partial Defeasance, Notes up to the Individual Property proposed to be defeased; provided, that, Borrower Defeasance Date shall be required to defease the Loan paid in full on the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Borrower or prior to the such Defeasance Release Date in which event Borrower Date; (iii) the applicable Issuers shall immediately reimburse Lender for execute and deliver to the Indenture Trustee any reasonable costs incurred and all certificates, opinions, documents or instruments reasonably requested by Lender the Indenture Trustee 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 a pledge and accountants, and fees incurred in connection with the delivery of opinion letters related security agreement reasonably satisfactory 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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, Indenture Trustee creating a first priority perfected Lien lien on the Defeasance Deposit Collateral; and the Defeasance Collateral (the “Security Agreement”), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the 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 applicable Issuers shall have delivered to 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) Indenture Trustee a certificate from an Independent certified public accountant reasonably satisfactory to the Indenture Trustee certifying that the Defeasance Collateral complies with all of shall generate monthly amounts sufficient to make the requirements payments described in the first sentence of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect section. The Indenture Trustee shall make any notice provided to the Undefeased Note shall be equal it pursuant to or greater than clause (i) 1.51:1.00, and (ii) of the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior sentence available to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Noteholders.

Defeasance. Borrower shall With respect to any Mortgage Loan that contains a provision for any defeasance of mortgage collateral (a "Defeasance Loan"), the related Note or Mortgage provides that the defeasance option is not be permitted exercisable prior to a date that is 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 least two (2) years after following the Start-Up Day of the last Note securitizedClosing Date and is otherwise in compliance with applicable statutes, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen (15) days rules and regulations governing REMICs; requires prior written notice to Lender specifying the holder of the Mortgage Loan of the exercise of the defeasance option and payment by Borrower of all related reasonable fees, costs and expenses as set forth below; requires the Mortgage Loan (ior the portion thereof being defeased) to be assumed by a Payment Date (Single-Purpose Entity; and requires counsel to provide a legal opinion that the “Trustee has a perfected security interest in substitute collateral described below prior to any other claim or interest. In addition, each Mortgage Loan that is a Defeasance Release Date”) on which Loan permits defeasance only with substitute collateral constituting non-callable "government securities" within the Full Defeasance or Partial Defeasance is to occur, and (iimeaning of Treas. Reg. Section 1. 860G-2(a)(8)(i) in the event of a Partial Defeasance, the Individual Property proposed an amount sufficient 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 make 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 scheduled payments under the Loan Documents, Note (e) Borrower shall either deposit with Lender an amount equal to or the Defeasance Depositportion thereof being defeased, or, at Lender’s requestif such partial release involves the release of one or more Mortgaged Properties from a multi-property Mortgage Loan, 125% of the allocated loan amount for such released Mortgaged Properties) when due, and in the case of ARD Loans, assuming the Anticipated Repayment Date is the Maturity Date; and such Borrower is required to deliver from an independent accountant a letter certifying that such substitute collateral is sufficient to Lender make all scheduled payments under the Defeasance CollateralNote. In connection with To Seller's actual knowledge, defeasance under the foregoing, Borrower appoints Lender as Borrower’s agent Mortgage Loan is only for the purpose of applying facilitating the disposition of a Mortgaged Property and not as part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. With respect to each Defeasance Deposit to purchase Loan, the Defeasance Collateral, (f) related Note or Mortgage or other related loan document provides that the related Borrower shall execute (a) pay all Rating Agency fees associated with defeasance (if Rating Agency approval is a specific condition precedent thereto) and deliver all other reasonable expenses associated with defeasance, including, but not limited to, accountant's fees and opinions of counsel, or (b) provide all opinions required under the related loan documents, including, if applicable, a REMIC opinion and an opinion that the related security agreement is fully enforceable in accordance with its terms (subject to Lender all documents reasonably required applicable bankruptcy, insolvency, reorganization, receivership, moratorium, and other laws affecting the enforcement of creditors' rights generally, and by Lender (igeneral principles of equity) and any applicable rating agency letters confirming no downgrade or qualification of ratings on any classes in the case of a Full Defeasancetransaction. Additionally, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the for any Mortgage Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 thenCut-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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be off Date Principal Balance equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) In the case of a Partial Defeasance$20,000,000, the RevPAR with respect to Mortgage Loan or the Individual Properties securing related documents require confirmation from the Undefeased Note shall be equal to or greater than (i) RevPAR with respect to all Rating Agency that exercise of the Individual Properties as defeasance option will not cause a downgrade or withdrawal of the Closing Date, rating assigned to any securities backed by the Mortgage Loan and (ii) RevPAR with respect require the Borrower 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs any Rating Agency fees and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)defeasance.

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. (a) Provided that no Event of Default has shall have occurred and is be continuing, Borrower shall have the right at any time after the date which is two (2) years after Release Date and prior to the Start-Up Day Maturity Date to voluntarily defease the entire Loan and obtain a release of the last Note securitized, Borrower may voluntarily defease all lien of the Loan Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceTotal Defeasance Event”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (bi) Borrower shall provide Lender not less than fifteen thirty (1530) days prior written notice to (or such shorter period of time if permitted by Lender in its reasonable discretion) but not more than ninety (90) days notice specifying (i) a Payment Date date (the “Total Defeasance Release Date”) on which the Full Total Defeasance or Partial Defeasance Event is to occur, and ; (ii) in the event of a Partial Defeasance, the Individual Property proposed Unless otherwise agreed 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) Lender, Borrower shall pay to Lender (A) all reasonable out-of-pocket fees payments of principal and expenses associated with interest due and payable on the Full Loan to and including the Total Defeasance or Partial DefeasanceDate (provided, as applicable 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); (includingB) all other sums, 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 Note, this Agreement, the Security Instrument and the other Loan Documents,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; (eiii) Borrower shall either deposit with Lender an amount equal to the Total Defeasance Collateral into the Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance Collateral. In connection Collateral Account and otherwise comply with the foregoing, Borrower appoints Lender as Borrower’s agent for the purpose provisions of applying the Defeasance Deposit to purchase the Defeasance Collateral,Section 2.8(d) hereof; (fiv) Borrower shall execute and deliver to Lender all documents reasonably required by Lender (i) a Security Agreement in the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance respect of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Defeasance Collateral Account 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,Total Defeasance Collateral; (gv) Borrower shall deliver to Lender the following items: (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 security agreement, in form legal and substance satisfying the Prudent Lender Standard, creating a valid perfected first priority perfected Lien on the Defeasance Deposit and security interest in the Defeasance Collateral Account and the Total Defeasance Collateral; (B) the “Security Agreement”), Total Defeasance Event will not result in a deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Note 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) for execution by Lender, a release of each applicable Individual Property being defeased from REMIC Opinion with respect to the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located, Total Defeasance Event; and (iii) a New Non-Consolidation Opinion with respect to Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Total Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate of Borrower certifying that the requirements set forth in this Section 2.10 2.8 have been satisfied including, without limitation, that no Event of Default has occurred and is continuing,satisfied; (ivviii) an opinion Borrower shall deliver a certificate of counsel in form and substance satisfying a nationally recognized public accounting firm acceptable to Lender certifying that the Prudent Lender Standard stating, among other things, (A) that, the Total Defeasance Collateral has been duly and validly assigned and delivered will generate monthly amounts equal to Lender and Lender has a first priority perfected security interest in and Lien on or greater than the Scheduled 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, Payments; and (vix) Borrower shall deliver such other certificates, opinions, documents or and instruments as Lender may reasonably request including, without limitation, request. (Ab) written confirmation from If Borrower has elected to defease 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 entire Loan and (B) a certificate from an Independent certified public accountant certifying that the Defeasance Collateral complies with all of the requirements of this Section 2.10, (h) In the case of a Partial Defeasance2.8 have been satisfied, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable Mortgage, Security Instrument and the Total Defeasance Collateral pledged pursuant to the Security Agreement shall thereafter no longer be subject to restrictions on transfer set forth hereinthe sole source of collateral securing the Loan. In connection with a defeasance the release of the Loanlien, Borrower shall assign submit to an entityLender, which entity which not less than thirty (30) days prior to the Total Defeasance Date (or such shorter time as is acceptable to Lender in its reasonable discretion), a release of lien (and related Loan Documents) for execution by Lender. Such release shall be in a Special-Purpose Entity (form appropriate in the “Successor Obligor”)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 of Borrower’s obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security Agreementdocumentation 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 pledged Defeasance Collateralterms of this Agreement. 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 Except as set forth hereinin this Article 2, be relieved no repayment, prepayment or defeasance of its obligations hereunder. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition to such defeasance, such additional legal opinions from Borrower’s all 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 any portion of the Loan Documents as shall cause, give rise to a right to require, or otherwise result in, the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption release of the Loan, lien of the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Instrument.

Defeasance. Borrower (a) Borrowers shall not be permitted have the right at any time after the Defeasance Lockout Release Date and prior to the Open Period Start Date to voluntarily defease all (i) the entire Loan (a “Total Defeasance”) or any portion (ii) in connection with the release of a Property pursuant to Section 2.9 (and subject to the Loan except as expressly conditions set forth therein) and provided in this Section 2.10. Provided that no Event of Default has shall have occurred and is continuing, after remain uncured (other than an Event of Default which would be cured by the date which is two (2) years after the Start-Up Day release of the last Note securitizedProperty or Properties sought to be released), Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”; any such Total Defeasance or Partial Defeasance, a “Defeasance”) and obtain a release of the lien of the applicable Security Instrument(s) by providing Lender with the Defeasance Collateral (hereinafter, a “Defeasance Event”), in either case, subject to the satisfaction of the following conditions precedent: (ai) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) Borrower Borrowers shall provide Lender not less than fifteen thirty (1530) days prior written notice to (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying (i) a Payment Date date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance Event is to occur, and ; (ii) in the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower Borrowers 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 pay to Lender (A) all payments of principal and interest accrued due and unpaid payable on the Principal Indebtedness Loan to and including the Defeasance Release Date (provided that, if such Defeasance Date is not a Monthly Payment Date, (d) Borrower , Borrowers shall also pay to Lender all reasonable out-of-pocket fees payments of principal and expenses associated with interest due on the Full Loan to and including the next occurring Monthly Payment Date to the extent not already included in Defeasance or Partial DefeasanceCollateral); (B) all other sums, 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 Note, this Agreement, the Security Instruments and the other Loan Documents,Documents through and including the Defeasance Date (or, if the Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date to the extent not already included in Defeasance Collateral); (C) all escrow, closing, recording, legal, appraisal, Rating Agency and other actual reasonable, out-of-pocket fees, costs and expenses paid or incurred by Lender or its agents in connection with the Defeasance Event, the release of the lien of Security Instruments on the Properties, the review of the proposed Defeasance Collateral and the preparation of the Security Agreements and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note and/or the Defeasance Event. (eiii) Borrower shall either deposit with Lender an amount equal to the Defeasance Deposit, or, at Lender’s request, deliver to Lender Collateral into the Defeasance Collateral. In connection Collateral Account and otherwise comply with the foregoing, Borrower appoints Lender as Borrower’s agent for the purpose provisions of applying the Defeasance Deposit to purchase the Defeasance Collateral,Section 2.8(d) hereof; (fiv) Borrower Borrowers shall execute and deliver to Lender all documents reasonably required by Security Agreements in respect of the Defeasance Collateral Account and the Defeasance Collateral; (v) Borrowers shall deliver to Lender an opinion of counsel for Borrowers that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (iA) Lender has a legal and valid perfected first priority security interest in the case of Defeasance Collateral Account and the Defeasance Collateral; (B) if a Full Defeasance, Securitization has occurred (1) the REMIC Trust formed pursuant to amend and restate the Note in a principal amount equal to the then outstanding principal balance such Securitization and/or any subsequent or prior Securitization of the Loan (or any portion thereof or interest therein will each not fail to maintain their respective status as a “real estate mortgage investment conduit” within the “Full Defeased Note”), meaning of Section 860D of the IRS Code as a result of a Defeasance Event pursuant to this Section 2.8 and (ii2) the Defeasance Event would not (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.1001-3 or (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; (C) the Defeasance Event will not result in a deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes; and (D) a New Non-Consolidation Opinion with respect to the Successor Borrower; (vi) In the case of a Partial Defeasance, the execution and delivery by Borrowers of all necessary documents to amend and restate the Note and issue two (2) substitute notes as followsnotes: (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 defeased portion of the original Note (the “Defeased Note”) and the other having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”). The Defeased Note and 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 Monthly Debt Service PaymentPayment Amount. Neither a Full Defeased Note nor a Defeased Note may be the subject of any further defeasance; after (After a Partial Defeasance, all references herein hereunder and in the other Loan Documents to “Note” shall be deemed to mean the Undefeased Note, unless expressly provided otherwise,to the contrary.) A Defeased Note cannot be the subject of any further Defeasance; (gvii) Borrower Borrowers shall deliver to Lender a Rating Agency Confirmation as to the following items:Defeasance Event (if required pursuant to a pooling and servicing agreement from and after the occurrence of a Securitization); (iviii) 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 each applicable Individual Property being defeased from the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located, (iii) Borrowers shall deliver an Officer’s Certificate of Borrower certifying that the requirements set forth in this Section 2.10 2.8 have been satisfied satisfied; (ix) Borrowers shall deliver a certificate of a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (x) Borrowers shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xi) Borrowers shall pay all reasonable, actual out-of-pocket costs and expenses of Lender incurred in connection with the Total Defeasance Event, including, without limitation, that no Event of Default has occurred Lender’s reasonable attorneys’ fees and is continuing,expenses and Rating Agency fees and expenses. (ivb) an opinion of counsel in form If Borrowers have elected to defease the entire Note 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance2.8 have been satisfied, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable Mortgage, Security Instruments 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 Defeasance Collateral pledged pursuant to the Security AgreementAgreements shall be the sole source of collateral securing the Note. In connection with the release of the lien, Borrowers shall submit to Lender, not less than fifteen (15) days prior to the Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), releases of lien (and related Loan Documents) for execution by Lender. Such releases shall be in a form appropriate in the jurisdictions in which the Properties are located and shall contain standard provisions protecting the rights of the releasing lender. In addition, Borrowers shall provide all other documentation Lender reasonably requires to be delivered by Borrowers in connection with such release, together with the pledged Defeasance Collateral. The Successor Obligor shall assume, an Officer’s Certificate certifying that such documentation (i) is in a writing or writings satisfying the Prudent Lender Standard, compliance in 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 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 Borrowermaterial respects with all Applicable Law, and (ii) will affect such release in accordance with the enforceability terms of the assignment documents and of the Loan Documents as the obligation of Successor Borrowerthis Agreement. Borrower Borrowers shall pay all reasonable, actual out-of-pocket costs costs, taxes and expenses incurred by Lenderassociated with the release of the liens of the Security Instruments, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)attorneys’ fees.

Defeasance. Borrower shall not be permitted at (a) At any time prior to defease the Payment Date that occurs prior to the Prepayment Period of any outstanding Series (such Payment Date, the “Defeasance Payment Date”), the Issuer may obtain the release from all or any portion covenants of this Indenture relating to ownership and operation of the Loan except as expressly provided Cellular Sites by delivering United States government securities that provide for payments which replicate the required payments and scheduled amortization payments due under the Transaction Documents with respect to all of the Notes then outstanding, including without limitation, the Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee, if any, 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 this Section 2.10. Provided full of the principal of the Notes on the related Defeasance Payment Date); provided, that (i) no Event of Default has occurred and is continuing, after continuing and (ii) the Issuer shall pay or deliver on the date which is two of such defeasance (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceDefeasance Date”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 Outstanding Class Principal Indebtedness Balance of each Class of Notes to and but not including the Defeasance Release Date (and, if the Defeasance Date is not a Payment Date, (d) Borrower shall pay , the interest that would have accrued to Lender all reasonable out-of-pocket fees and expenses associated with but not including 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 applicablenext Payment Date), reasonable fees and out-of-pocket costs of any loan servicer (if anyb) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due under each Class of Notes and payable under the Loan Documents, all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (ec) Borrower shall either deposit with Lender an amount U.S. government securities providing for payments equal to the Scheduled Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance CollateralPayments. In connection with addition, 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Issuer shall deliver to Lender the following items: Servicer on behalf of the Indenture Trustee (i1) a security agreement, in form and substance satisfying agreement granting 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 each applicable Individual Property being defeased from the lien of the 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 Lender and Lender has Indenture Trustee a first priority perfected security interest in and Lien on the Defeasance Deposit and a first priority perfected security interest in and Lien on U.S. government securities so delivered by 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 limitationIssuer, (A2) written confirmation from an Opinion of Counsel as to the relevant Rating Agencies that enforceability and perfection of such Partial Defeasance will not cause any Rating Agency to withdrawsecurity interest, qualify or downgrade the then-applicable rating on any security issued in connection with any Secondary Market Transaction and (B3) a certificate from confirmation by an Independent certified public accountant certifying accounting firm that the U.S. government securities so delivered are sufficient to pay all interest due from time to time after the Defeasance Collateral complies with Date (or if the Defeasance Date is not 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 any other amounts due and owing to the Indenture Trustee, if any, Workout Fees, Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, if any and (4) a Rating Agency Confirmation. 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 the requirements of this Section 2.10,Issuer under the Notes and the other Transaction Documents. (hb) In If the case of a Partial DefeasanceAsset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Debt Service Coverage Ratio Issuer shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee, with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) In the case of a Partial Defeasance, the RevPAR with respect Indenture Trustee has been delivered to the Individual Properties securing Indenture Trustee and to transfer to that entity the Undefeased Note pledged U.S. government securities. The new entity shall be equal to or greater than (i) RevPAR with respect to all assume the obligations 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 Section 2.10, the Individual Property which is the subject of 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 Issuer under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents Notes being defeased and the Security 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 security agreement and the Security Agreement and, upon such assignment, Borrower shall, except as set forth herein, Obligors and the Guarantor shall be relieved of its their obligations hereunderin respect thereof under the Transaction Documents. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition The Issuer shall pay Ten Dollars ($10) to such defeasance, new entity as consideration for assuming 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)obligations.

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. (a) Provided that no Event of Default has shall have occurred and is continuingremain uncured, Borrower shall have the right at any time after the date which is two (2) years after Defeasance Lockout Release Date and prior to the Start-Up Day Open Period Start Date to voluntarily defease the entire Loan and obtain a release of the last Note securitized, Borrower may voluntarily defease all lien of the Loan Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceTotal Defeasance Event”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (bi) Borrower shall provide Lender not less than fifteen sixty (1560) days prior written days’ notice to (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days’ notice specifying (i) a Payment Date date (the “Total Defeasance Release Date”) on which the Full Total Defeasance or Partial Defeasance Event is to occur, and ; (ii) in the event of 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 (A) all reasonable out-of-pocket fees payments of principal and expenses associated with interest due and payable on the Full Loan to and including the Total Defeasance or Partial DefeasanceDate; (B) all other sums, 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 Note, this Agreement, the Security Instrument and the other Loan Documents,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, appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Total Defeasance Event, the release of the lien of Security Instrument on the Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note by the Successor Borrower and/or the Total Defeasance Event. (eiii) Borrower shall either deposit with Lender an amount equal (or cause to be deposited) the Total Defeasance Collateral into the Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance Collateral. In connection Collateral Account and otherwise comply with the foregoing, Borrower appoints Lender as Borrower’s agent for the purpose provisions of applying the Defeasance Deposit to purchase the Defeasance Collateral,Section 2.8(d) hereof; (fiv) Borrower shall execute and deliver to Lender all documents reasonably required by Lender (i) a Security Agreement in the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance respect of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Defeasance Collateral Account 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,Total Defeasance Collateral; (gv) Borrower shall deliver to Lender the following items: one (i1) or more opinions of counsel for Borrower that are standard in commercial defeasance transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a security agreement, in form legal and substance satisfying the Prudent Lender Standard, creating a valid perfected first priority perfected Lien on the Defeasance Deposit and security interest in the Defeasance Collateral Account and the Total Defeasance Collateral; (B) if a Securitization has occurred (1) neither the REMIC Trust formed pursuant to such Securitization nor any subsequent or prior Securitization of the Loan or any portion thereof or interest therein will fail to maintain its respective status as a “Security Agreement”),real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code as a result of a Total Defeasance Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would neither (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.860G02(b)(2) nor (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; and (C) intentionally omitted; (iivi) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of If required pursuant to the applicable Mortgage in pooling and servicing agreement and/or as may be required by the applicable Rating Agencies, Borrower shall deliver to Lender a form appropriate for Rating Agency Confirmation as to the jurisdiction in which such Individual Property is located,Total Defeasance Event; (iiivii) Borrower shall deliver an Officer’s Certificate of Borrower certifying that the requirements set forth in this Section 2.10 2.8 have been satisfied satisfied; (viii) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm acceptable to Lender (or from an independent certified public accountant reasonably acceptable to Lender) certifying that the Total Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (x) Borrower shall pay all costs and expenses of Lender incurred in connection with the Total Defeasance Event, including, without limitation, that no Event of Default has occurred Lender’s reasonable attorneys’ fees and is continuing,expenses and Rating Agency fees and expenses. (ivb) an opinion of counsel in form If Borrower has elected to defease the entire Note 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance2.8 have been satisfied, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable Mortgage, Security Instrument and the Total Defeasance Collateral pledged pursuant to the Security Agreement shall thereafter no longer be subject to restrictions on transfer set forth hereinthe sole source of collateral securing the Note. In connection with a defeasance the release of the Loanlien, Borrower shall assign submit to an entityLender, which entity which 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 Special-Purpose Entity (form appropriate in the “Successor Obligor”)jurisdiction in which the Property is located and shall contain standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide 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 Agreementdocumentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with the pledged Defeasance Collateral. The Successor Obligor shall assume, an Officer’s Certificate certifying that such documentation (i) is in a writing or writings satisfying the Prudent Lender Standard, compliance with 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 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 BorrowerApplicable Law, and (ii) will affect such release in accordance with the enforceability terms of the assignment documents and of the Loan Documents as the obligation of Successor Borrowerthis Agreement. Borrower shall pay all out-of-pocket costs costs, taxes and expenses incurred by Lenderassociated with the release of the lien of the Security Instrument, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)attorneys’ fees.

Defeasance. Borrower shall not be permitted at (a) At any time prior to defease the Payment Date that is six (6) months prior to the Anticipated Repayment Date of any outstanding Series (such Payment Date, the “Defeasance Payment Date”), the Issuers may obtain the release from all or any portion covenants of this Indenture relating to ownership of the Loan except as expressly provided Assets by delivering United States government securities that provide for payments on each Payment Date which replicate the required payments and scheduled amortization payments due under the Transaction Documents with respect to all of the Notes then outstanding, including without limitation the Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee and the Backup Manager, Custodial Fee and any other amounts due and owing to the Custodian, Workout Fees, Servicing Fee, 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 this Section 2.10. Provided full of the principal of the Notes on the related Defeasance Payment Date); provided, that (i) no Event of Default has occurred and is continuing, after continuing and (ii) the Issuers shall pay or deliver on the date which is two of such defeasance (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial DefeasanceDefeasance Date”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 Outstanding Class Principal Indebtedness Balance of each Class of Notes to and but not including the Defeasance Release Date (and, if the Defeasance Date is not a Payment Date, (d) Borrower shall pay , the interest that would have accrued to Lender all reasonable out-of-pocket fees and expenses associated with but not including 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 applicablenext Payment Date), reasonable fees and out-of-pocket costs of any loan servicer (if anyb) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due under each Class of Notes and payable under the Loan Documents, all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (ec) Borrower shall either deposit with Lender an amount U.S. government securities providing for payments equal to the Scheduled Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance CollateralPayments. In connection with addition, 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Issuers shall deliver to Lender the following items: Servicer on behalf of the Indenture Trustee (i1) a security agreement, in form and substance satisfying agreement granting 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 each applicable Individual Property being defeased from the lien of the 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 Lender and Lender has Indenture Trustee a first priority perfected security interest in and Lien on the Defeasance Deposit and a first priority perfected security interest in and Lien on U.S. government securities so delivered by 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 limitationIssuers, (A2) written confirmation from an Opinion of Counsel as to the relevant Rating Agencies that enforceability and perfection of such Partial Defeasance will not cause any Rating Agency to withdrawsecurity interest, qualify or downgrade the then-applicable rating on any security issued in connection with any Secondary Market Transaction and (B3) a certificate from confirmation by an Independent certified public accountant certifying accounting firm that the U.S. government securities so delivered are sufficient to pay all interest due from time to time after the Defeasance Collateral complies with Date (or if the Defeasance Date is not 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, Custodial Fee and Workout Fees, if any and (4) a Rating Agency Confirmation. The Issuers, 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 the requirements of this Section 2.10,Issuers under the Notes and the other Transaction Documents. (hb) In If the case of a Partial DefeasanceAsset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Debt Service Coverage Ratio Issuers shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee, with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) In the case of a Partial Defeasance, the RevPAR with respect Indenture Trustee has been delivered to the Individual Properties securing Indenture Trustee and to transfer to that entity the Undefeased Note pledged U.S. government securities. The new entity shall be equal to or greater than (i) RevPAR with respect to all assume the obligations 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 Section 2.10, the Individual Property which is the subject of 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 Issuers under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents Notes being defeased and the Security 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 security agreement and the Security Agreement and, upon such assignment, Borrower shall, except as set forth herein, Obligors and the Guarantors shall be relieved of its their obligations hereunderin respect thereof under the Transaction Documents. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition The Issuers shall pay Ten Dollars ($10) to such defeasance, new entity as consideration for assuming 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)obligations.

Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date and if the Note provides for Defeasance). This Section 11.12 will apply only if the 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. If both of these conditions are met, then, subject to Section 11.12(a) and (c), Borrower shall not be permitted at any time will have the right 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 whole (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion and obtain the release of the Loan (a “Partial Defeasance”), in either case, subject to Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions precedentconditions: (a) Any Full Borrower will not have the right to obtain Defeasance or Partial Defeasance at any of the following times: (i) If the Loan by Borrower shall be made on is not assigned to a Payment Date,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) Borrower shall provide not less than fifteen will give Lender Notice (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance Release Notice”) specifying a Business Day (“Defeasance Closing Date”) on which Borrower desires to close the Full Defeasance. The Defeasance or Partial Defeasance is to occurClosing Date specified by Borrower may not be more than 60 calendar days, and (ii) in nor less than 30 calendar days, after the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan date on which Lender receives the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Notice. Lender will acknowledge receipt of the Defeasance Notice and will notify Borrower prior to of the such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for any reasonable costs incurred by Lender in connection with identity of the accommodation borrower (“Successor Borrower’s giving of such notice and revocation,”). (c) Borrower shall have paid to The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”) for Lender’s processing of the Defeasance. If Lender all principal and interest accrued and unpaid on the Principal Indebtedness to and including does not receive 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 DefeasanceFee, 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 right to obtain Defeasance Deposit pursuant to purchase the that 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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:Notice will terminate. (i) a security agreement, in form and substance satisfying the Prudent Lender Standard, creating a first priority perfected Lien on If Borrower timely pays the Defeasance Deposit and Fee, but Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Collateral (the “Security Agreement”Fee as liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 further obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)11.

Defeasance. Borrower shall not be permitted at (a) At any time prior to defease all or any portion the Payment Date that is six months prior to the Applicable Maturity Date of the Loan except as expressly provided in Class of Notes having the latest maturity, the Issuers may (upon 30 days’ written notice to the Indenture Trustee) obtain the release from all covenants under this Section 2.10. Provided that no Event of Default has occurred Indenture relating to ownership and is continuing, after the date which is two (2) years after the Start-Up Day operation of the last Note securitized, Borrower may voluntarily defease Tower Sites by defeasing all of the Loan (a “Full Defeasance”) or a portion of Notes then outstanding with U.S. government securities that provide for payments which replicate the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent:required payments (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 Outstanding Class Principal Indebtedness Balance of each Class of Notes to and but not including the Defeasance Release Date, , (db) 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 under each Class of Notes and payable under the Loan Documents, all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (ec) Borrower shall either deposit with Lender an amount U.S. government securities providing for payments equal to the Scheduled 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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”)Payments. 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 Issuers shall deliver to Lender the following items: Servicer on behalf of the Indenture Trustee, (i1) a security agreement, in form and substance satisfying agreement granting the Prudent Lender Standard, creating Indenture Trustee a first priority perfected Lien on the Defeasance Deposit U.S. government securities so delivered by the Issuers, (2) an Opinion of Counsel as to the enforceability and perfection of such Lien, (3) a 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 and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fees, Servicing Fees and Workout Fees, if any, and (4) a Rating Agency Confirmation from each Rating Agency. The Issuers, 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 the Issuers under the Notes and the Defeasance Collateral (the “Security Agreement”),Transaction Documents. (iib) for execution by Lender, a release of each applicable Individual Property being defeased from If the lien of Issuers will continue to own any assets other than the 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 U.S. government securities delivered to 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasancedefeasance, the Debt Service Coverage Ratio Issuers shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee and the Servicer, with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect which a substantive nonconsolidation opinion satisfactory to the Loan for Indenture Trustee has been delivered to the trailing twelve (12) months immediately prior Indenture Trustee and to such Partial Defeasance, and (i) In transfer to that entity the case pledged U.S. government securities. The new entity shall assume the obligations of a Partial Defeasancethe Issuers under the Notes, the RevPAR with respect to security agreement and 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 Section 2.10, the Individual Property which is the subject of 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 Transaction Documents and the Security Agreement, together with the pledged Defeasance Collateral. The Successor Obligor Issuers 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 their obligations hereunderthereunder. If a Successor Borrower assumes Borrower’s obligations, Lender may require as a condition The Issuers shall pay $10 to such defeasance, new entity as consideration for assuming such additional legal opinions from Borrower’s or Successor Obligor’s counsel as Lender reasonably deems necessary to confirm the valid creation and authority obligations 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Issuers.

Defeasance. Borrower shall With respect to any Mortgage Loan that contains a provision for any defeasance of mortgage collateral (a "Defeasance Loan"), the related Mortgage Note, Mortgage or other related Loan Document contained in the Mortgage File, provides that the defeasance option is not be permitted exercisable prior to a date that is 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 least two (2) years after following the Start-Up Day Closing Date and is otherwise in compliance with applicable statutes, rules and regulations governing REMICs; requires prior written notice to the holder of the last Note securitized, Borrower may voluntarily defease all Mortgage Loan of the exercise of the defeasance option and payment by Mortgagor of all related fees, costs and expenses as set forth below; requires, or permits the lender to require, the Mortgage Loan (or the portion thereof being defeased) to be assumed by a “Full Defeasance”single-purpose entity; and requires delivery of a legal opinion that the Trustee has a perfected security interest in such collateral prior to any other claim or interest. In addition, each Mortgage loan that is a Defeasance Loan permits defeasance only with substitute collateral constituting "government securities" within the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Note (or a the portion thereof being defeased) when due, and in the case of ARD Loans, assuming the Anticipated Repayment Date is the Stated Maturity Date. Further, the Mortgage or other related Loan Document contained in the Mortgage File requires that an independent certified public accountant certify that such government securities are sufficient to make all such scheduled payments when due. To Seller's actual knowledge, defeasance under the Mortgage Loan is only for the purpose of facilitating the release of the Mortgaged Property and not as a part of an arrangement to collateralize a REMIC with obligations that are not real estate mortgages. With respect to each Defeasance Loan, the related Mortgage or other related Loan Document provides that the related Mortgagor shall (a “Partial Defeasance”or permits the mortgagee to require the Mortgagor to), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance pay all Rating Agency fees associated with defeasance (if Rating Agency approval is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant's fees and opinions of counsel, or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 opinions reasonably required by Lender (i) the mortgagee under the related Loan Documents, including, if applicable, a REMIC opinion and a perfection opinion and any applicable rating agency letters confirming no downgrade or qualification of ratings on any classes in the case of a Full Defeasancetransaction. Additionally, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the for any Mortgage Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 thenCut-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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be off Date Balance equal to or greater than $25,000,000, the Mortgage Loan or the related documents require (ior permit the mortgagee to require) 1.51:1.00, confirmation from the Rating Agency that exercise of the defeasance option will not cause a downgrade or withdrawal of the rating assigned to any securities backed by the Mortgage Loan and require (iior permit the mortgagee to require) the Debt Service Coverage Ratio with respect Mortgagor to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s any Rating Agency fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).

Defeasance. Borrower shall not be permitted at At any time to defease all or any portion of during 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 (2) years after the Start-Up Day of the last Note securitizedDefeasance Period, Borrower may voluntarily defease all obtain a release of the Loan (a “Full Defeasance”) or a portion Property from the lien of the Mortgage and other Loan (a “Partial Defeasance”), in either case, subject to Documents upon the satisfaction of the following conditions precedentconditions: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) Borrower shall provide not Not less than fifteen thirty (1530) days days’ prior written notice shall be given to Lender specifying (i) a Payment Date date (the “Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance Deposit is to occurbe delivered; (b) All accrued and unpaid interest on the Loan and all other sums due hereunder and under the other Loan Documents up to the Defeasance Date, and (iiincluding, without limitation, all amounts payable pursuant to Section 2.5(f) in the event of a Partial Defeasancehereof, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan paid in full on the Defeasance Release Date specified in such notice unless such notice is revoked in writing by Borrower or 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,Date; (c) No Event of Default, shall be continuing either at the time Borrower shall have paid gives notice of the Defeasance Date to Lender all principal and interest accrued and unpaid or on the Principal Indebtedness to and including the Defeasance Release Date,; (d) On or before the Defeasance Date, Borrower shall pay deliver (or cause to be delivered) to Lender all reasonable out-of-pocket fees and expenses associated each of the following: (i) the Defeasance Deposit, together with the Full amount required by Section 2.5(f) hereof; (ii) the Defeasance Security Agreement, duly executed by Borrower, together with an endorsement of the Defeasance Collateral by the holder thereof as directed by Lender (or Partial Defeasance, as applicable a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, fees such instruments as may be required by the depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of Rating Agencies such institution)) sufficient so as to create a first priority security interest therein in favor of Lender in conformity with any applicable state and accountantsfederal laws governing granting of such security interests; (iii) an opinion of counsel for Borrower, in form and substance (and delivered by counsel) satisfactory to Lender in its sole discretion stating, among other things, (w) that Lender has a perfected first priority security interest in the Defeasance Deposit and the Defeasance Collateral, (x) that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (y) that the Defeasance will not (1) cause the Trust to fail to qualify as a REMIC within the meaning of Section 860D of the Code as a result of such Defeasance, (2) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.1001-3(b) or cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code, (3) result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes, and fees incurred (4) constitute an avoidable preference under Section 547 of the Bankruptcy Code, or similar provisions of any applicable state law, and (z) if a Non-Consolidation Opinion was delivered in connection with the delivery closing of opinion letters related the Loan, setting forth such comparable opinions as to such Full Defeasance Successor Borrower as Lender shall reasonably require (or Partial Defeasance, as applicableshall be required to satisfy the Securitization Documents), reasonable fees and out-of-pocket costs ; (iv) a Rating Confirmation from each of the applicable Rating Agencies for any loan servicer (if any) securities issued in connection with a Secondary Market Transaction; (v) a certificate in form and substance acceptable to Lender, from a nationally-recognized firm of independent certified public accountants acceptable to Lender and satisfying the Full requirements of the Securitization Documents, certifying that the Defeasance Collateral is sufficient to generate monthly amounts equal to or Partial Defeasancegreater than the payments due on all successive Payment Dates occurring after the Defeasance Date through and including the Maturity Date, with each such payment being equal to or greater than (1) the Monthly Payment Amount due on such Payment Date, and (2) with respect to the payment due on the Maturity Date, the entire outstanding principal balance of the Loan together with any interest accrued as applicable, of such date and all other sums then due and amounts payable under pursuant to the Loan Documents on such date; (vi) if required to comply with the requirements of any Securitization Documents,, a certification of Borrower and Guarantor that the purpose of the defeasance is to facilitate the disposition of the Property, the refinancing of the Property or any other customary commercial transaction, and is not part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages; and (vii) such other certificates, opinions, documents or instruments as Lender may reasonably require to satisfy any conditions of the Securitization Documents. (e) As part of the Defeasance, Borrower shall either deposit with Lender an amount equal assign all its obligations and rights in, to and under the Note, the Defeasance Deposit, or, at Lender’s request, deliver Collateral and the Defeasance Security Agreement to a successor entity acceptable to Lender (“Successor Borrower”). In connection therewith, the Successor Borrower shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement and accept an assignment of the Defeasance Collateral. In connection with the foregoingsuch assignment and assumption, 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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) and/or Successor 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 each applicable Individual Property being defeased from the lien of the 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 and delivered by counsel satisfactory to Lender Standard in its sole discretion stating, among other things, (A) thatthat such assumption agreement is enforceable against Borrower and Successor Borrower, as applicable, in accordance with its terms and that the Note, the Defeasance Collateral has been duly Security Agreement and validly assigned any other documents executed in connection with such defeasance are enforceable against Borrower or Successor Borrower, as applicable, in accordance with their respective terms. (f) Borrower shall pay, simultaneously with the Defeasance of the Loan as aforesaid, all reasonable costs and delivered to expenses incurred by Lender and Lender has a first priority perfected security interest Successor Borrower and their respective agents and servicers in satisfying the foregoing conditions and Lien on of the transactions contemplated by this Section 2.5, including, without limitation, the reasonable and customary brokerage or other transaction fees in purchasing the Defeasance Deposit Collateral, any reasonable legal fees and a first priority perfected security interest expenses incurred in connection with obtaining and Lien on reviewing the Defeasance Collateral and the Proceeds thereof preparation of the Defeasance Security Agreement and (B) that related documentation and confirming the subject Partial Defeasance will not adversely affect satisfaction of the status other conditions to the Defeasance, and the cost of any REMIC formed in connection with a Secondary Market Transaction, andRating Confirmation. (vg) 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 Upon compliance with all of the foregoing requirements of this Section 2.10, (h) In the case of a Partial Defeasance2.5, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00Borrower and Guarantor shall be relieved of their respective obligations under the Note and the Defeasance Security Agreement and the other Loan Documents (except to the extent such obligations survive any repayment or defeasance of the Loan), and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable Mortgage, 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 Documents, and (iii) the Security AgreementDefeasance Collateral shall constitute the only collateral which shall secure the Note. Lender will, together with the pledged Defeasance Collateral. The Successor Obligor shall assume, in a writing or writings satisfying the Prudent Lender Standard, all of at Borrower’s obligations under expense, execute and deliver any agreements reasonably requested by Borrower to release the Full Defeased Note Property from such liens. (h) The entity initially named herein as “Lender” shall have the sole right to (i) establish 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 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 designate the Successor Borrower and (including a non-consolidation opinion), ii) purchase or cause the assignment and assumption purchase of the Loan, the Security Agreement and the Defeasance Collateral between Borrower with the Defeasance Deposit, which rights (collectively, the “Defeasance Rights”) may be exercised in Lender’s sole discretion and Successor Borrower, and the enforceability of the assignment documents and shall be retained by such entity initially named herein as “Lender” notwithstanding any transfer or securitization of the Loan Documents as unless such Defeasance Rights are expressly conveyed together therewith; the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of Defeasance Rights may be conveyed separately from the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).

Defeasance. (a) In the event that prior to the Optional Prepayment Date, either Borrower exercises its option to defease its Note pursuant to Section 2.6 or is obligated to make a mandatory defeasance pursuant to Section 2.7(a), such Borrower shall 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 (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of compliance with the following conditions precedent: (ai) Any Full Defeasance or Partial Defeasance the delivery by such Borrower of the Loan by Borrower shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen (15) days 10 Business Days' prior written notice to Lender specifying (i) a regularly scheduled Payment Date (the “"Defeasance Release Date”") on which the Full Defeasance or Partial Defeasance Deposit is to occur, be made and the principal amount to be prepaid by defeasance; (ii) in the event of 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 payment to Lender of all scheduled interest at the Base Interest Rate and principal and interest accrued payments due and unpaid on the Principal Indebtedness to and including the Defeasance Release Date,; (diii) Borrower shall pay with respect to defeasance of the Loan in whole pursuant to Section 2.6 only, the payment 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 applicable Note, the Mortgages, the Second Mortgages and the other Loan Documents,; (eiv) Borrower shall either deposit with Lender an amount equal respect to defeasance of the Defeasance DepositLoan pursuant to Section 2.7(a) only, or, at Lender’s request, deliver payment of all other amounts due under the Related Mortgages; (v) the payment 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 on the Defeasance Collateral,Date; and (fvi) Borrower shall execute and deliver the delivery to Lender all documents reasonably required by Lender (i) in the case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 itemsof: (iA) a security agreement, in form and substance satisfying the Prudent Lender Standardreasonably satisfactory to Lender, creating a first priority perfected Lien lien on the Defeasance Deposit and the U.S. Treasuries purchased on behalf of either Borrower with the Defeasance Collateral Deposit in accordance with this provision of this Section 8.30 (the “"Security Agreement”"),; (iiB) with respect to defeasance of the Loan in whole pursuant to Section 2.6 only, releases for each of the Individual Properties from the Liens of the Related Mortgages, the Assignments of Leases, the Second Assignments of Leases, the Assignments of Agreements, the Second Assignments of Agreements and UCC-1 financing statements (for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the applicable Mortgage ) in a form forms appropriate for the jurisdiction in which such each Individual Property is located,; (iiiC) 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 's Certificate of Borrower certifying that the requirements set forth in this Section 2.10 8.30 have been satisfied including, without limitation, that no Event of Default has occurred and is continuing,satisfied; (ivE) an opinion of counsel for Borrower in form and substance satisfying the Prudent satisfactory to Lender Standard stating, among other things, that (A1) that, the Defeasance Collateral has been duly and validly assigned and delivered to Lender and Lender has a perfected first priority perfected security interest in and Lien on the Defeasance Deposit and a first priority perfected security interest in and Lien the U.S. Treasuries purchased by Lender on the Defeasance Collateral and the Proceeds thereof behalf of Borrower and (B2) that the subject Partial Defeasance will not adversely affect the status of any REMIC formed in connection with pursuant to the Securitization will not fail to maintain its REMIC status for federal income tax purposes as a Secondary Market Transaction, and result of such defeasance; and (vF) such other certificates, documents or instruments as Lender may reasonably request 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 those reasonably required in connection with a Securitization, including, without limitation, notice to the Rating Agencies of any Secondary Market Transaction defeasance as well as any other notice reasonably required in connection with such defeasance. In connection with the conditions set forth above, Borrower hereby appoints Lender as its agent and (B) a certificate from an Independent certified public accountant certifying attorney-in- fact for the purpose of using the Defeasance Deposit to purchase noncallable U.S. Treasuries which provide Scheduled Defeasance Payments, and Lender shall upon receipt of the Defeasance Deposit purchase such U.S. Treasuries on behalf of Borrower. Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the Defeasance Collateral complies payments received from the U.S. Treasuries shall be made directly to Lender and applied to satisfy the obligations of Borrower under the Note. (b) With respect to defeasance of the Loan in whole pursuant to Section 2.6, upon compliance with all of the requirements of this Section 2.10, (h) In the case of a Partial Defeasance8.30(a), the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00the Mortgaged Property shall be released from the liens of the Related Mortgages, the Assignments of Leases, the Second Assignments of Leases, the Assignments of Agreements, the Second Assignments of Agreement and the UCC-1 financing statements and (ii) the Debt Service Coverage Ratio with pledged U.S. Treasuries shall be the sole source of collateral securing the Note. With respect to a defeasance of the Loan for the trailing twelve (12) months immediately prior pursuant to such Partial DefeasanceSection 2.7(a), and (i) 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 upon compliance with the requirements of this Section 2.10, 8.30(a) the applicable Individual Property which is the subject of such Full Defeasance or Partial Defeasance Properties shall be released from the lien pursuant to Section 2.11(a). (c) Any portion of the applicable Mortgage, and shall thereafter no longer be subject to restrictions on transfer set forth herein. In connection with a defeasance Defeasance Deposit in excess of the Loan, amount necessary to purchase the U.S. Treasuries required by Section 8.30(a) above or to satisfy the other requirements of Section 8.30(a) shall be remitted to Borrower. 106 (d) Borrower shall have the right to assign to an entityLender (or, which entity which at Lender's option, to Lender's designee or nominee) and Lender (or such designee or nominee) shall be a Special-Purpose Entity (have the “Successor Obligor”)obligation to assume, all of Borrower’s the obligations under the Full Defeased Note or Defeased Note, as the case may be, the other Loan Documents and the Security 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)the principal amount so defeased.

Defeasance. (a) On any date after the expiration of the Lockout Period subject to the notice requirement described in Section 2.1(d), Borrower may from time to time obtain the release of (x) all of the Properties from the Liens of the Loan Documents by Defeasing the entire Loan, or (y) one or more Permitted Release Parcels from the Liens of the Loan Documents by satisfying the conditions set forth in Section 2.2, and Defeasing a portion of the Loan that is not less than the sum of the Release Prices of the Permitted Release Parcels so released, provided that all sums then due to Lender under the Loan Documents are paid and the following are delivered to Lender: (i) Defeasance Collateral sufficient to provide payments on or prior to, and in any event as close as possible to, all successive Payment Dates in an amount sufficient (x) to pay the interest and principal due on such Payment Dates in respect of a portion of the Loan equal to the amount Defeased and (y) to repay the outstanding principal balance of such portion of the Loan on the first Payment Date in the Prepayment Period or such other Payment Date in the Prepayment Period as Borrower shall elect; (ii) written confirmation from an independent certified public accounting firm reasonably satisfactory to Lender that such Defeasance Collateral is sufficient to provide the payments described in clause (i) above; (iii) a security agreement, in form and substance reasonably satisfactory to Lender, creating in favor of Lender a first priority perfected security interest in such Defeasance Collateral (a “Defeasance Pledge Agreement”); (iv) an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to Lender, opining that (1) the Defeasance Pledge Agreement has been duly authorized and is enforceable against Borrower in accordance with its terms and that Lender has a perfected first priority security interest in such Defeasance Collateral; (2) if the Loan has been Securitized, the Defeasance (including the assumption pursuant to Section 2.1(c)) does not cause a tax to be permitted at imposed on the Securitization Vehicle or, if the Securitization Vehicle is a REMIC, does not cause any time portion of the Loan to defease cease to be a “qualified mortgage” within the meaning of section 860G(a)(3) of the Code, and (3) the Defeasance (in the case of a partial Defeasance, with respect to both the Defeased Note and the Undefeased Note) does not constitute a “significant modification” of the Loan under Section 1001 of the Code; (v) if all or any portion of the Loan except has been Securitized, the Rating Condition with respect to such Defeasance shall have been satisfied or deemed satisfied pursuant to the definition of “Rating Condition”; (vi) instruments reasonably satisfactory to Lender releasing and discharging or assigning to a third party Lender’s Liens on the Collateral so released (other than the Defeasance Collateral); (vii) such other customary certificates, opinions, documents or instruments as expressly provided Lender and the Rating Agencies may reasonably request; and (viii) reimbursement for all actual and documented reasonable costs and expenses incurred in connection with this Section 2.102.1 (including Rating Agency and Servicer fees and expenses, reasonable fees and expenses of legal counsel and accountants and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection herewith). Provided that no Event Lender shall reasonably cooperate with Borrower to avoid the incurrence of Default has occurred mortgage recording taxes in connection with a Defeasance, at Borrower’s sole cost and is continuing, after the date which is two (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date,expense. (b) 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 a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease If the Loan on the Defeasance Release Date specified is not Defeased 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 Defeasancefull, 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, necessary to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue with two substitute notes as followsNotes: (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 Defeased portion of the original Note (the “Defeased Note”) and one note having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”). The If acceptable to any facilitator of the Defeasance, Lender shall have the right to cross-default the Defeased Note with the Undefeased Note such that a default with respect to the Undefeased Note shall constitute a default under the Defeased Note; provided, however no other cross-default of 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 Paymentbe permitted. Neither a Full Defeased Note nor a Defeased Note The Undefeased Notes may be the subject of any a further defeasance; after a Partial Defeasance in accordance with the terms of this Section 2.1 (the term “Note”, as used in this Section 2.1, being deemed to refer to the Undefeased Note that is the subject of further Defeasance). (c) At the time of the Defeasance, all references herein and in the other Loan Documents to “Note” Defeased Note shall be deemed assumed by a bankruptcy-remote entity established or designated by the initial Lender hereunder or its designee, to mean the Undefeased Note, unless expressly provided otherwise, (g) which Borrower shall transfer all of the Defeasance Collateral (a “Defeasance Borrower”). If the Loan is Defeased in part or in full, the right of the initial Lender hereunder or its designee to establish or designate a Defeasance Borrower shall be retained by the initial Lender notwithstanding the sale or transfer of the Loan unless such obligation is specifically assigned to and assumed by the transferee. Such Defeasance Borrower shall execute and deliver to Lender the following items: (i) a security agreement, an assumption 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 reasonably satisfactory to Lender, a release of each applicable Individual Property being defeased from the lien of the 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 Uniform Commercial Code financing statements as may be reasonably requested by Lender and is continuing, (iv) an opinion legal opinions of counsel in form and substance satisfying reasonably acceptable to Lender that are substantially equivalent to the Prudent Lender Standard stating, among other things, (A) that, the Defeasance Collateral has been duly and validly assigned and opinions delivered to 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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, including new nonconsolidation opinions reasonably satisfactory to Lender and (ii) RevPAR with respect satisfactory 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 Section 2.10, the Individual Property which is the subject of such Full Defeasance or Partial Defeasance shall be released from the lien of the applicable Mortgage, Rating Agencies; 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 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 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 shall deliver such other documents, certificates and legal opinions as Lender shall reasonably request. (d) Borrower must give Lender and each Rating Agency at least 30 days’ (and not more than 60 days’) prior written notice of any Defeasance under this Section, specifying the date on which the Defeasance is to occur. If such Defeasance is not made on such date (x) Borrower’s notice of Defeasance will be deemed rescinded, and (y) Borrower shall on such date pay to Lender all reasonable losses, actual and documented costs and expenses suffered by Lender as a consequence of such rescission. (e) Upon satisfaction of the requirements contained in this Section 2.1, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and Successor Borrowerapproved by Lender, and as shall be necessary to release the enforceability of applicable Property or Properties from the assignment documents and Liens of the Loan Documents as or to assign the obligation applicable portion of Successor Borrower. Borrower shall pay all out-of-pocket costs such Liens and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption the Defeased portions of the LoanNote to a third party to the extent necessary to avoid the incurrence of mortgage recording taxes. Thereafter “Borrower,” as defined herein, shall exclude the Security Agreement and Borrower that owned the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)Permitted Release Parcel that was theretofore released.

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 (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance With respect to a release of the Loan by Lien of this Mortgage pursuant to Section 38(b) hereof where the payment of Defeasance Collateral is required pursuant to Section 38(c)(iii), other than in connection with a total repayment on the Maturity Date (each, a "Defeasance"), the Borrower shall deposit Defeasance Collateral in accordance with subsection (b) below to the Defeasance Collateral Account. In no event shall the deliverance of Defeasance Collateral cause the Borrower to be made released from its obligations to make payments of principal and interest on a Payment Date,the Note. (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the “The Defeasance Release Date”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease permitted at such time as all of 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 following events 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 itemsoccurred: (i) a security agreementduring the Extension Term (as hereinafter defined), 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”),shall occur after any lockout period provided for during such Extension Term; (ii) for execution by Lender, a release of each applicable Individual Property being defeased from the lien of the applicable Mortgage in a form appropriate for the jurisdiction in which such Individual Property is located,Defeasance Collateral Account shall have been established pursuant to Section 47 hereof; (iii) an Officer’s Certificate of Borrower certifying that the requirements set forth in this Section 2.10 shall have delivered or caused to have been satisfied includingdelivered to Lender the Defeasance Collateral for deposit into the Defeasance Collateral Account such that it will satisfy the Total Defeasance Collateral Requirement with respect to a release of the Properties at the time of delivery and all such Defeasance Collateral, without limitationif in registered form, that no Event shall be registered in the name of Default has occurred and is continuing,Lender or its nominee (and, if registered in nominee name endorsed to Lender or in blank) and, if issued in book-entry form, the name of Lender or its nominee shall appear as the owner of such securities on the books of the Federal Reserve Bank or other party maintaining such book-entry system; (iv) Borrower shall have granted or caused to have been granted to Lender a valid perfected first priority security interest in the Defeasance Collateral and all proceeds thereof; (v) Borrower shall have delivered or caused to be delivered to Lender an opinion Officers' Certificate, dated as of counsel the date of such delivery (x) that sets forth the aggregate face amount or unpaid principal amount, interest rate and maturity of all such Defeasance Collateral, a copy of the transaction journal, if any, or such other notification, if any, published by or on behalf of the Federal Reserve Bank or other party maintaining a book-entry system advising that Lender or its nominee is the owner of such securities issued in form book-entry form, and substance satisfying (y) to the Prudent Lender Standard stating, among other things, following effect that states that: (A) that, Borrower owns the Defeasance Collateral has been duly and validly assigned and being delivered to Lender free and clear of any and all Liens, security interests or other encumbrances, and has not assigned any interest or participation therein (or, if any such interest or participation has been assigned, it has been released), and Borrower has full power and authority to pledge such Defeasance Collateral to Lender; (B) such Defeasance Collateral consists solely of Defeasance Eligible Investments; (C) such Defeasance Collateral satisfies the Total Defeasance Collateral Requirement, or the Minimum Defeasance Collateral Requirement (for a Partial Release), as the case may be, determined as of the date of delivery; (D) the Defeasance contemplated hereby will not give rise to an Event of Default; and (E) the information set forth in the schedule attached to such Officers' Certificate is correct and complete as of the date of delivery (such schedule, which shall be attached to and form a part of such Officers' Certificate, shall demonstrate satisfaction of the requirement set forth in clause (C) above, in a form reasonably acceptable to Lender); (vi) Borrower shall have delivered or caused to be delivered to Lender (A) the Required Opinion with respect to Lender's interest in such Defeasance Collateral, (B) a Tax Opinion, (C) if the Mortgage Loan at such time is included in a REMIC, a Nondisqualification Opinion, and (D) an additional Opinion of Counsel, to the effect that Lender will not be required to be registered under the Investment Company Act as a result of such Defeasance, and (E) an Opinion of Counsel that Lender has been granted a first priority perfected security interest in and Lien on the Defeasance Deposit and Collateral; (vii) Borrower shall have delivered or caused to be delivered to Lender a first priority perfected security interest in and Lien on certificate, acceptable to Lender, from an independent certified public accountant confirming that Borrower has satisfied the Defeasance Collateral and provisions of this Section 46(b); (viii) Lender shall have received from each of the Proceeds thereof and (B) Rating Agencies written affirmation that the subject Partial Defeasance current credit ratings of the securities secured by a pledge of the Note immediately prior to such defeasance will not adversely affect be qualified, downgraded or withdrawn as a result of such defeasance, which affirmation may be granted or withheld in the status of any REMIC formed in connection with a Secondary Market Transaction, Rating Agencies' sole and absolute discretion; and (vix) Borrower shall have delivered or caused to be delivered to Lender such other certificates, documents or instruments and certificates 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 demonstrating that Borrower has satisfied the provisions of this Section 46(b). (Bc) a certificate from an Independent certified public accountant certifying that For purposes of determining whether sufficient amounts are on deposit in the Defeasance Collateral complies with all of the requirements of this Section 2.10, (h) In the case of a Partial DefeasanceAccount, the Debt Service Coverage Ratio with respect to the Undefeased Note there shall be equal included only payments of principal and predetermined and certain income thereon (determined without regard to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject any reinvestment of such Full Defeasance amounts) that will occur on a stated date for a stated payment on or Partial Defeasance shall before the dates when such amounts may be released from required to be applied to pay the lien of principal and interest when due on 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 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 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 outstanding principal balance of the Successor Borrower (including a non-consolidation opinion), the assignment and assumption Note as 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F)such date.

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 (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to the satisfaction of the following conditions precedent: (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 each applicable Individual Property being defeased from the lien of the 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 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 requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio with respect to the Undefeased Note shall be equal to or greater than (i) 1.51:1.00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to such Partial Defeasance, and (i) 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 Section 2.10, the Individual Property which is the subject of 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 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 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 Documents as the obligation of Successor Borrower. Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorney’s fees and expenses, incurred in connection with Successor Borrower’s assumption of the Loan, the Security Agreement and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating to any environmental matters arising under Section 5.1(F).rata

Defeasance. Borrower shall not be permitted at (a) At any time to defease all or any portion other than during the continuance of the Loan except as expressly provided in this Section 2.10. Provided that no Event Prepayment Period for a Series of Default has occurred and is continuingOutstanding Term Notes, after the date which is two (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject upon 10 Business Days’ notice to the satisfaction Indenture Trustee, the Issuer may obtain the release from all covenants of this Indenture relating to the following conditions precedent:ownership and (a) Any Full Defeasance or Partial Defeasance of the Loan by Borrower shall be made on a Payment Date, (b) 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 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 Class Principal Indebtedness Balance of each Class of Outstanding Term Notes to and but not including the Defeasance Release Date (and if the Defeasance Date is not a Payment Date, (d) Borrower shall pay , the interest that would have accrued to Lender all reasonable out-of-pocket fees and expenses associated with but not including 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 applicablenext Payment Date), reasonable fees and out-of-pocket costs of any loan servicer (if anyb) in connection with the Full Defeasance or Partial Defeasance, as applicable, and all other sums then due under each Class of Term Notes and payable under the Loan Documents, all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (ec) Borrower shall either deposit with Lender an amount U.S. government securities providing for payments equal to the Scheduled Defeasance Deposit, or, at Lender’s request, deliver Payments with respect to Lender the Defeasance Collateraleach Series of then Outstanding Term Notes. In connection with addition, 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 in a principal amount equal to the then outstanding principal balance of the Loan (the “Full Defeased Note”), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as follows: (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 Issuer shall deliver to Lender the following items: Servicer on behalf of the Indenture Trustee (i1) a security agreement, in form and substance satisfying agreement granting 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 each applicable Individual Property being defeased from the lien of the 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 Lender and Lender has Indenture Trustee a first priority perfected security interest in and Lien on the Defeasance Deposit and a first priority perfected security interest in and Lien on U.S. government securities so delivered by 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 limitationIssuer, (A2) written confirmation from an Opinion of Counsel as to the relevant Rating Agencies that enforceability and perfection of such Partial Defeasance will not cause any Rating Agency to withdrawsecurity interest, qualify or downgrade the then-applicable rating on any security issued in connection with any Secondary Market Transaction and (B3) a certificate from confirmation by an Independent certified public accountant certifying accounting firm that the U.S. government securities so delivered are sufficient to pay all Scheduled Defeasance Collateral complies with all of the requirements of this Section 2.10, (h) In the case of a Partial Defeasance, the Debt Service Coverage Ratio Payments with respect to each Series of Outstanding Notes, and (4) a Rating Agency Confirmation. The Issuer, pursuant to the Undefeased Note security agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be equal made directly to the Indenture Trustee and applied to satisfy the obligations of the Issuer under the Notes and the other Transaction Documents. (b) 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 greater than designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee (with respect to which (i) 1.51:1.00, a substantive non-consolidation Opinion of Counsel has been delivered to the Indenture Trustee and (ii) the Debt Service Coverage Ratio with respect an Opinion of Counsel has been delivered to the Loan for Indenture Trustee that the trailing twelve (12) months immediately prior 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 entity shall assume the obligations of the 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 Partial Defeasance, andnew entity as consideration for assuming such obligations. (ic) In If 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 Issuer satisfies the requirements of this Section 2.102.11(a) to defease the Notes and delivers to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel in compliance with Section 15.01, the Individual Property which is Indenture Trustee shall promptly execute, acknowledge and deliver to the subject of such Full Defeasance or Partial Defeasance shall be released from the lien Obligors a release of the Collateral under the applicable MortgageTransaction 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 thereafter no longer be subject to restrictions on transfer set forth herein. In connection with a defeasance the reasonable approval 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 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 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 BorrowerIndenture Trustee, and the enforceability of the assignment documents and of the Loan Documents as the obligation of Successor Borrower. Borrower Obligors shall pay all out-of-pocket costs and expenses reasonably incurred by Lenderthe Indenture Trustee (including, including Lender’s but not limited to, reasonable attorney’s attorneys’ fees and expenses, incurred disbursements) in connection with Successor Borrower’s assumption the review, execution and delivery of the Loan, the Security Agreement documents and the Defeasance Collateral. Nothing in this Section 2.10 shall release Borrower from any liability or obligation relating instruments necessary to any environmental matters arising under Section 5.1(F)effect such release.