Common use of Property Substitutions Clause in Contracts

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “Property Substitution”), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standard; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are required to satisfy the Prudent Lender Standard, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standard), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standard, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and tri-party subordination agreements or similar agreements, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standard; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “Property Substitution”), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:001.46:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standard; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are required to satisfy the Prudent Lender Standard, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standard), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standard, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and tri-party subordination agreements or similar agreements, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standard; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. (a) Subject to the terms and conditions set forth in this Section 2.14Section, provided no Event of Default is then continuing or would result therefrom, Borrower may, from time to may at any time, other than during a Blackout Window, replace an one or more Properties (individually, a “Replaced Property” and collectively, the “Replaced Properties”, provided, however, that the Replaced Properties shall be exclusive of the Individual Property Properties set forth on Schedule 2.5.3 hereto, and Borrower shall not be permitted to replace the Individual Properties set forth on Schedule 2.5.3 hereto) with a Qualified Substitute Property Properties (a “Property Substitution”), in which case Lender shall release the Lien of the applicable Mortgage (and related Loan Documents) with respect to the Replaced Properties, provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount Rating Agency Confirmation shall have been received with respect to the Individual Property to be replaced, plus thereto; (ii) the aggregate Allocated Loan Amounts with respect to of all Individual Replaced Properties previously or simultaneously replaced by Property Substitutions, during the term of the Loan shall be less than 50not exceed 10% of the then-current principal balance of Original Principal Indebtedness in the Loanaggregate; (biii) no Event of Default Lender shall have occurred and be continuing on such date either before or after received current Appraisals of the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed applicable Qualified Substitute Property and the applicable Replaced Property, and demonstrating that the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the thenas-current is market value of any proposed such Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall is equal to or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less greater than the greater of (x) the as-is market value of such Replaced Property at the time of substitution and (y) the appraised value of such Replaced Property at closing; (iv) the applicable Qualified Substitute Property must primarily consist of temperature-controlled warehousing and logistics facilities; (v) Borrower shall deliver to Lender an Officer’s Certificate certifying that (i) 1.52:1:00, and (ii) as of the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the date of such Property Substitution, as would be determined in accordance with the Prudent Lender Standard; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in Article IV of this Agreement shall be are true and correct in all material respects with respect to both the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as Property (to the extent such Person was not a “Borrower” as of the Closing Date) and the applicable Qualified Substitute Property (and any exceptions to such representations and warranties shall be specified in an exhibit to such Officer’s Certificate and shall be reasonably acceptable to Lender) and (ii) such Property Substitution does not result in a Material Adverse Effect; (vi) the acquisition of the applicable Qualified Substitute Property shall not result in the incurrence of any Indebtedness that is not Permitted Debt, the existence of any Liens on Collateral that are not Permitted Encumbrances or otherwise cause a Default to occur; (vii) if the Loan is included in a REMIC Trust, the Loan-to-Value Ratio (as determined by Lender using any commercially reasonable method permitted to a REMIC Trust) shall not exceed 125% immediately after the substitution of the applicable Replaced Property; (viii) after giving effect to such Property Substitution, the Debt Yield, recalculated to include only income and expense attributable to the remaining Properties (including the applicable Qualified Substitute Property, based on operating statements and rent rolls certified as true and correct by an officer of Borrower), shall not be less than the date of the Property Substitution (and such Individual Borrower’s acquisition of such Qualified Substitute Property shall be deemed to constitute their representation Debt Yield immediately prior to such effect)Property Substitution; (iix) Lender shall have received reasonably satisfactory environmental reports and engineering reports regarding the applicable Qualified Substitute Properties showing no structural, environmental or other issues that are not reasonably acceptable to Lender; and, if corrective measures are recommended therein, Borrower shall have deposited into the Replacement Reserve Account 100% of the amount required to fund such corrective measures; (x) Intentionally omitted; (xi) Borrower shall have made a deposit into the Unfunded Obligations Account in an amount equal to 100% of all material unfunded obligations to be paid by Borrower to third parties in connection with the applicable Qualified Substitute Property, such as unpaid tenant allowances, leasing commissions and free rent; (xii) Lender shall have received the following, in each case in form and content reasonably satisfactory to Lender: (a) a current rent roll, (b) current results from operations, and (c) such other financial information as Lender shall reasonably request with respect to the applicable Borrower and/or the Property; (xiii) the applicable Individual Borrower shall have executed, acknowledged and delivered to LenderLender a Mortgage (and Assignment of Leases, as applicable) with respect to each applicable Qualified Substitute Property, a Mortgage and an Assignment Borrower shall have authorized the filing (and Lender shall file) of Leasesapplicable Uniform Commercial Code financing statements, which such documents shall be in form and substance substantially similar to the counterparts of such other customary documents executed and agreements delivered with respect to the applicable Replaced Property, subject only to modifications reflecting only the Qualified Substitute Property as are required to satisfy the Prudent Lender Standard, in each case with Property and such state-specific modifications as shall be reasonably recommended by counsel admitted to practice in such state and reasonably selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard; (j) each Mortgage shall secure the entire Indebtedness, provided that in Xxxxxx. In the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or other similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% one hundred fifty percent (150%) of the Allocated Loan Amount of the Individual Property replaced by the for such Qualified Substitute Property as of immediately prior to such Property SubstitutionProperty; (kxiv) Lender shall have received a Title Insurance Policy (or an irrevocable commitment to issue a Title Insurance Policy) in respect of the applicable Qualified Substitute Property, listing only such exceptions as are reasonably satisfactory to Lender; (xv) if Borrower owns the fee interest in a Replaced Property, Borrower shall own the fee interest in the applicable Qualified Substitute Property, and if Borrower owns the ground lease interest in a Replaced Property, Borrower shall own the fee interest or the ground lease interest in the applicable Qualified Substitute Property, provided that any such ground lease shall contain the financeability provisions required by Lender and the Rating Agencies, and Lender shall have received an acceptable estoppel from the lessor thereunder; (xvi) Lender shall have received a Survey with respect to the applicable Qualified Substitute Property showing no encroachments that affect the value, use or operation of the applicable Qualified Substitute Property in any material respect, or other issues that are reasonably objectionable to Lender; (xvii) Lender shall have received evidence reasonably satisfactory to Lender that the applicable Qualified Substitute Property is in compliance in all material respects with all applicable zoning requirements (i.e., is either conforming or legal nonconforming in all material respects), which evidence may be in the form of a reasonably acceptable zoning endorsement to the applicable Title Insurance Policy, and shall have received a copy of all material Permits for the use and operation of such Qualified Substitute Property and the certificate(s) of occupancy, if required and obtainable, for such Qualified Substitute Property; (xviii) Guarantor shall deliver to Lender an Officer’s Certificate reasonably satisfactory to Lender ratifying its obligations under the Limited Recourse Guaranty and the Environmental Indemnity, in each case confirming that the applicable Qualified Substitute Property will thereafter be a Property for all purposes thereunder; (xix) Lender shall have received from counsel reasonably satisfactory to Lender legal opinions as to the applicable Individual Borrower and the Loan Documents delivered in connection with the Property Substitution, that are in form and substance substantially similar to those delivered at closing with respect to the applicable counterpart documents for the applicable Replaced Property(ies), including an Additional True-Lease Opinion if such Qualified Substitute Property is added to any Master Lease and, if the Property Substitution results in the addition of a Person as a “Borrower” hereunder, an Additional Insolvency Opinion; (xx) Lender shall have received from counsel reasonably satisfactory to Lender an opinion that the Property Substitution does not cause a tax to be imposed on the Securitization Vehicle or, if the Securitization Vehicle is a REMIC, an opinion that the Property Substitution does not cause any portion of the Loan to cease to be a “qualified mortgage” within the meaning of section 860G(a)(3) of the Code, and that the Property Substitution does not constitute a “significant modification” of the Loan as such term is defined in the Treasury Regulations Section 1.860G-2(b) if the Loan is included in a REMIC Trust, or if the Loan is included in a grantor trust, as such term is defined in Treasury Regulations Section 1.1001-3; (xxi) Lender shall have received the then-current Annual Budget with respect to the applicable Qualified Substitute Property; (xxii) Lender shall have received true and complete copies of all Leases in effect with respect to of the applicable Qualified Substitute Property Property; (together with such estoppels xxiii) Borrower shall have requested estoppel certificates and subordination, non-disturbance and attornment agreements from each tenant under a Material Lease at the applicable Qualified Substitute Property, in each case, on a form reasonably acceptable to Lender and shall have delivered to Lender true and complete copies of each estoppel certificate and subordination, non-disturbance and attornment agreement received back from any Tenant; (xxiv) Lender shall have received certificates of insurance demonstrating insurance coverage in respect of the applicable Qualified Substitute Property of types, in amounts, with insurers and otherwise in compliance with the terms, provisions and conditions set forth herein; (xxv) if the Property Substitution requires the addition of a Person as a “Borrower” hereunder, such Person shall have executed an assumption agreement in form and substance reasonably satisfactory to Lender assuming all obligations of a Borrower under the Loan Documents and, if applicable, the applicable Master Lease, and in connection therewith, (A) the applicable Master Lease shall be amended in order to remove the Replaced Property therefrom and exclude the allocated base rent for the Replaced Property and (B) a Master Lease shall be amended to add the Qualified Substitute Property thereto and the rent due under such Master Lease shall be amended to reflect the amount of rent due for the Qualified Substitute Property, provided that the rent attributable to such Qualified Substitute Property under the applicable Master Lease shall not be less that the rent attributable to the Replaced Property under the applicable Master Lease; (xxvi) Lender shall have received (A) all documents reasonably requested by Xxxxxx relating to the existence of any Person added as a “Borrower” hereunder in connection with such Property Substitution and the due authorization of such new Individual Borrower to execute and deliver the documents described in this Section, each in form and substance reasonably satisfactory to Lender, including an updated organizational structure chart, a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of such Individual Borrower, together with all amendments thereto, and certificates of good standing or existence for such Individual Borrower issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to satisfy qualify or register, (B) reports of Uniform Commercial Code, tax lien and judgment searches, in such jurisdictions as Lender shall request, conducted by a nationally recognized search firm with respect to the Prudent Lender Standard)applicable Qualified Substitute Property and such Individual Borrower and showing no liens, UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial informationclaims or encumbrances against such Individual Borrower or such Qualified Substitute Property that are not reasonably approved by Xxxxxx, and (C) all other information reasonably requested by Lender for satisfaction of Xxxxxx’s “know-your-customer requirements” with respect to such Person; (xxvii) no Property shall be released from the Collateral if any Lease at any Property that would remain part of the Collateral grants to the Tenant thereunder a right to lease space at the Property proposed to be released or if as a result of such release any Property that remains part of the Collateral shares a tax lot or is otherwise subject to joint assessment with any real property that is not Collateral; (xxviii) Lender shall have received such other customary certificates, opinions, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property Loan as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended may have been reasonably requested by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standard, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and tri-party subordination agreements or similar agreements, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standard; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market TransactionXxxxxx; and (rxxix) Borrower shall have paid or reimbursed Lender for all of its reasonable out of pocket costs and expenses relating thereto (including any fees charged by the Servicer and Rating Agencies) as provided in Section 10.13. (b) Borrower shall give Lender at least 30 days’ prior written notice of any Property Substitution (it being agreed that such notice may be revoked by Borrower at any time, provided that Borrower shall reimburse Lender for all of its reasonable out-of-pocket costs and expenses relating to such proposed Property Substitution prior to such revocation (including any fees charged by the Servicer and Rating Agencies)), identifying the proposed Replaced Property or Replaced Properties, the proposed Qualified Substitute Property or Qualified Substitute Properties and the proposed date of the Property Substitution (which date may be extended provided that Borrower gives Lender reasonable prior written notice). If such Property Substitution does not occur on such date (as same may have been extended), Borrower shall pay to Lender all reasonable expenses actually incurred by Lender in connection with therewith as provided in Section 10.13. (c) Upon the foregoing occurrence of any Property Substitution in accordance herewith, Xxxxxx shall execute instruments prepared by Borrower (including or at the reasonable fees and expenses option of legal counsel and all fees and expenses of the Rating Agencies, if any)Borrower, and shall have paid all reasonable fees at Borrower’s sole cost and out-of-pocket costs of any loan servicer (if anyexpense, Lender or Servicer’s counsel) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) and reasonably satisfactory to Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging the applicable Individual each Replaced Property from the Liens of the Loan Documents, Documents and (ii) if as a result of the Property Substitution, any Individual Borrower that will no longer owns own any interest in any Individual Property, then Lender shall execute customary instruments satisfying Property from the Prudent Lender Standard releasing and discharging such Individual Borrower from its obligations under this Agreement and the other Loan Documents first occurring or arising from and after the date of such Property Substitution. (other than any liability or obligation relating to any environmental matters arising under Section 5.1(Fd) If exercised, the land swap option in the Identified Option Contract with Xxxxxxx Meat Solutions Corporation identified on Schedule 4.1.26 shall be treated like a Property Substitution for purposes of this AgreementSection 2.5.3, provided that, so long as the swapped parcels are vacant and unimproved, Borrower shall be required to satisfy only the following conditions in Section 2.5.3(a): (v)., (vi), (vii), (viii), (ix), (xiii), (xiv), (xv), (xvii), (xviii), (xx), (xxii), (xxiv), (xxvii), (xxviii) and (xxix)

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “Property Substitution”), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:001.53:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standard; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are required to satisfy the Prudent Lender Standard, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standard), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standard, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and tri-party subordination agreements or similar agreements, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standard; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “Property Substitution”), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standard; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are required to satisfy the Prudent Lender Standard, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standard), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standard, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and tri-party subordination agreements or similar agreements, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standard; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject (a) Provided no Event of Default is continuing or would result therefrom, at any time following the earlier of (1) the full disposition of the Loan (including all Notes or interests therein) by Lender (disregarding any risk retained bonds held by Lender which are necessary to satisfy credit risk retention requirements) and (2) the terms and conditions set forth second (2nd) anniversary of the Closing Date, or as otherwise consented to by Lender in this Section 2.14its reasonable discretion, Borrower may, from time shall have the right to time, replace an Individual Property with a Qualified Substitute Property substitute (a “Property Substitution”) one or more Individual Properties (individually, a “Replaced Property” and collectively, the “Replaced Properties”) with one or more replacement properties (each a “Replacement Property”), provided, in the case of each Property Substitution, the following conditions are metsatisfied, all as determined by Lender: (ai) The aggregate of Either (i) each Replaced Property must have less than two (2) years remaining on the Allocated Loan Amount with respect to term of the Individual Lease encumbering such Replaced Property to be replaced, plus or (ii) the Substitution of such Replaced Property with one or more Replacement Properties must cure a Cash Sweep Period; (ii) The aggregate Allocated Loan Amounts with respect to for all Individual Replaced Properties previously or simultaneously replaced by Property (whether in one more separate Substitutions, shall be less than 50% ) during the term of the then-current principal balance of the LoanLoan shall not exceed $84,375,000; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (ciii) Borrower shall have given Lender at least thirty not less than sixty (3060) days’ days prior written notice of any Property Substitutiona Substitution to Lender, identifying which notice shall identify the proposed Individual Replaced Property to be replacedor Replaced Properties, the proposed Qualified Substitute Property, Replacement Property or Replacement Properties and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitutionthereof). If such Property Substitution does not occur on such date (as same may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse pay to Lender for all reasonable expenses actually incurred by Lender in connection with therewith; (iv) Lender shall have received current Appraisals of the proposed applicable Replacement Property and the applicable Replaced Property, demonstrating that the as-is market value of such Replacement Property is equal to or greater than the as-is market value of such Replaced Property immediately prior to such Substitution; (dv) the then-current market value of any proposed Qualified Substitute The Replacement Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the must have Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal to or exceed greater than the Net Operating Income of the Individual Replaced Property proposed immediately prior to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution; (fvi) after giving effect The Replacement Property must be owned in fee (as opposed to the Property Substitutioninterest of a ground lessee) by a newly formed single-purpose bankruptcy remote entity or acceptable “recycled entity” satisfying the representations, warranties and covenants set forth in Section 6.1 hereof and such new Borrower shall have executed an assumption agreement in form and substance reasonably satisfactory to Lender assuming all obligations of a Borrower under the Debt Service Coverage Ratio Loan Documents, and Lender shall have received all documents reasonably requested by Lender relating to the existence of such new Borrower and the due authorization of such new Borrower to assume the obligations of a Borrower and to execute and deliver the documents described in this Section, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the new Borrower, together with all amendments thereto, and certificates of good standing or existence for the aggregate new Borrower issued as of all Individual Properties a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; (vii) The Replacement Property must satisfy Lender’s then current environmental and engineering standards applicable to properties similar to the Replacement Property pursuant to new engineering and environmental reports reasonably acceptable to Lender for such Replacement Property; and, if corrective measures are recommended therein, Borrower shall have deposited into the trailing twelve Required Repair Account one hundred fifteen percent (12115%) months shall of the amount required to fund such corrective measures; (viii) The Replacement Property must be Class A office or industrial property with similar construction qualities and building amenities as the Replaced Property as reasonably determined by Lender; (ix) Each Lease at the Replacement Property must have an average remaining Lease term of no less than the greater of five (i5) 1.52:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standardyears; (gx) each Qualified Substitute The Replacement Property must be leased to a Tenant with credit (or whose guarantor under its respective lease has credit) that is better than or equal to the Tenant leasing the Replaced Property; (xi) The location of the Replacement Property shall be in a top ten (i10) fully constructed and operating for a minimum of twelve (12) monthsMSA, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. an MSA equal to or Hilton Hotels Corporation franchise or any other brand affiliated with greater than the foregoingReplaced Property; (hxii) each Lender shall have received a Title Insurance Policy in respect of the representations Replacement Property, listing only Permitted Encumbrances and warranties contained in this Agreement such other exceptions as are reasonably acceptable to Lender and Lender shall be true and correct in all material respects with respect have received such endorsements to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, existing Title Insurance Policies as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect)Lender may reasonably require; (ixiii) Lender shall have received a Rating Agency Confirmation with regard to the Substitution; (xiv) Borrower shall pay a Substitution service fee equal to one quarter of one percent (0.25%) of the Allocated Loan Amount of the Replaced Property; (xv) Borrower shall have executed such additional, modified or amended Loan Documents as may be reasonably required by Lender, including, without limitation, the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, Lender a Mortgage with respect to each Qualified Substitute Replacement Property, a Mortgage and an Assignment Borrower shall have authorized the filing (and Lender shall file) of Leases, and such other customary documents and agreements as are required to satisfy the Prudent Lender Standardapplicable Uniform Commercial Code financing statements, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (kxvi) Lender shall have received a survey for the Replacement Property in form and substance consistent with the scope and standards of each survey delivered to Lender at closing and otherwise reasonably acceptable to Lender, showing no encroachments or other issues that are objectionable to Lender; (xvii) Borrower shall have delivered to Lender opinions of counsel in form and content reasonably acceptable to Lender, including, without limitation, (A) if any portion of the Loan has been Securitized, Lender shall have received from counsel reasonably satisfactory to Lender an opinion that the Substitution does not cause a tax to be imposed on the securitization vehicle or, if the securitization vehicle is a REMIC Trust, an opinion that the Substitution does not cause any portion of the Loan to cease to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, and that the Substitution does not constitute a “significant modification” of the Loan under Section 1001 of the Code, (B) a New Non-Consolidation Opinion, and (C) with respect to the enforceability of the Loan Documents delivered in connection with the Replacement Property; (xviii) The acquisition of the Replacement Property shall not result in the incurrence of any Debt that is not permitted under the terms of this Agreement, the existence of any Liens on Collateral that are not Permitted Encumbrances, or otherwise cause a Default or Event of Default to occur; (xix) Lender shall have received a current rent roll for the Replacement Property; (xx) Borrower shall deliver to Lender financial statements and operating statements with respect to the Replacement Property, each certified by an authorized officer of Borrower, in each case for the prior three (3) calendar years, and trailing twelve-month operating statements certified by an authorized officer of Borrower. If Borrower has audited financial statements with respect to the Replacement Property for any period during the prior three (3) calendar years, Borrower shall deliver such audited financials to Lender; (xxi) Lender shall have received evidence reasonably satisfactory to Lender that the Replacement Property is in compliance with all applicable zoning requirements which evidence shall be in the form of a reasonably acceptable zoning endorsement to the applicable Title Insurance Policy and a zoning report from a third party consultant in form and substance reasonably acceptable to Lender, and Lender shall have received a copy of all material permits for the use and operation of each Replacement Property and the certificate(s) of occupancy, if required and obtainable, for each Replacement Property; (xxii) Borrower shall have delivered to Lender a certificate from an authorized officer of Borrower certifying that (A) the conditions to such Substitution set forth in this Section 2.10 have been satisfied in full, (B) as of the date of the Substitution, the representations and warranties contained in Article 4 are true and correct with respect to both the applicable Borrower acquiring the Replacement Property and the applicable Replacement Property (and any -42- exceptions to such representations and warranties shall be specified in an exhibit to such officer’s certificate and must be reasonably acceptable to Lender) and (C) such Substitution shall not have a Material Adverse Effect; (xxiii) Guarantor shall deliver to Lender a ratification of its obligations under the Guaranty and the Environmental Indemnity, in each case confirming that the Replacement Property will thereafter be an Individual Property for all purposes thereunder and that the Substitution does not affect Guarantor’s obligations under the Guaranty and the Environmental Indemnity; (xxiv) Lender shall have received the then-current Annual Budget with respect to the Replacement Property; (xxv) Lender shall have received true and complete copies of all Leases and material agreements in effect respect of such Replacement Property; (xxvi) Borrower shall have requested estoppel certificates from each tenant at the Replacement Property on the form heretofore agreed by Lender (or on such tenant’s form attached to its Lease if reasonably acceptable to Lender) and shall have delivered to Lender true and complete copies of an estoppel certificate from each Tenant at the Replacement Property, in each case, in a form reasonably satisfactory to Lender; (xxvii) Lender shall have received certificates of insurance (on XXXXX Form 28, where available) demonstrating insurance coverage in respect of the Replacement Property of types, in amounts, with insurers and otherwise in compliance with the terms, provisions and conditions set forth in Section 8.1 hereof; (xxviii) no Individual Property shall be released if any Lease at any Individual Property that would remain part of the collateral for the Loan grants to the Tenant thereunder a right to lease space at the proposed Replaced Property; (xxix) no Individual Property shall be released if as a result of such release any Individual Property that remains part of the collateral for the Loan shares a tax lot or is otherwise subject to joint assessment with any real property that is not collateral for the Loan; (xxx) If Lender reasonably determines that such Substitution would be reasonably likely to adversely affect Lender’s rights, benefits or protections under any Title Insurance Policy with respect to any Individual Property not subject to such Substitution, including, without limitation, the priority of the Mortgage and/or the incurrence of any Liens (other than Permitted Encumbrances) at any Individual Property not subject to such release, and therefore if reasonably requested by Lender, Borrower shall deliver to Lender an endorsement to the applicable Title Insurance Policy (to the extent available in the State where the Replaced Property is located) (i) extending the effective date of such policy to the date of such Substitution; (ii) confirming no change in the priority of the Mortgage on the balance of any applicable Individual Properties (exclusive of the Replaced Property) or in the amount of the insurance or the coverage of any applicable Individual Properties (exclusive of the Replacement Property) under the -43- policy; (iii) showing no Liens or survey exceptions not previously approved by Lender other than the Permitted Encumbrances or such other exceptions as may be entered into in accordance with the terms hereof; and (iv) otherwise in form and substance reasonably acceptable to Lender; (xxxi) Lender shall have received a certificate reasonably satisfactory to Lender executed by an authorized officer of Borrower in favor of Lender specifying any and all Replacement Property Unfunded Obligations under Leases with respect to the Qualified Substitute Replacement Property and Borrower shall deposit into the Unfunded Obligations Reserve Account an amount equal to one hundred percent (together 100%) of the amount of such Replacement Property Unfunded Obligations to the extent such Unfunded Obligations are required under the Lease at the Replacement Property to be completed within the first twelve (12) months of the term of such Lease (provided, however, with such estoppels and subordination, non-disturbance and attornment agreements as respect to any Unfunded Obligations required to satisfy the Prudent be completed after such initial twelve (12) month period, Borrower shall agree to deposit with Lender Standarda reserve for such Unfunded Obligations twelve (12) months prior to when such Unfunded Obligations shall be due), UCC which amount shall be held by Lender as additional collateral for the Loan and disbursed in accordance with Section 9.5 and Borrower shall have reaffirmed its obligation to cause all Replacement Property Unfunded Obligations to be paid and/or performed, as applicable, in accordance with the applicable Lease, Legal Requirements and this Agreement; (xxxii) Intentionally omitted; (xxxiii) if any portion of the Loan is in a REMIC Trust, in the event that, immediately after giving effect to the Substitution, the LTV Ratio of the Individual Properties remaining subject to the Lien of the Loan Documents is greater than one hundred twenty-five percent (125%), notwithstanding anything to the contrary in this Agreement or any other credit and public records search reportsLoan Document, certificates the outstanding principal balance of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and the Loan must be paid down by an amount such that the LTV Ratio is no more than one hundred twenty-five percent (125%); (xxxiv) Lender shall have received such other customary certificates, opinions, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property Loan as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended may have been reasonably requested by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standard, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and tri-party subordination agreements or similar agreements, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standard; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (rxxxv) Borrower shall have paid or reimbursed Lender for pay all out-of-pocket of Lender’s costs and expenses (including reasonable legal fees actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the any Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan Agency or servicer (if anyfees) in connection with any Property such Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “Property Substitution”), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:001.63:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standard; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are required to satisfy the Prudent Lender Standard, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standard), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standard, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and tri-party subordination agreements or similar agreements, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standard; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “"Property Substitution”"), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ ' prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s 's requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s 's notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standardacceptable to a reasonable commercial mortgage lender) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standardacceptable to a reasonable commercial mortgage lender); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard by a reasonable commercial mortgage lender following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:001.43:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standardby a reasonable commercial mortgage lender; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation Marriott franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s 's acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are generally required to satisfy the Prudent Lender Standardby reasonable commercial mortgage lenders, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require, in each case in form and substance which satisfies the Prudent Lender Standardreasonably acceptable to Lender; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standardto a reasonable commercial mortgage lender, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard acceptable to a reasonable commercial mortgage lender (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies copy of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and a tri-party subordination agreements agreement or similar agreementsagreement, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standardto a reasonable commercial mortgage lender; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard reasonably satisfactory to a reasonable commercial mortgage lender releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard reasonably satisfactory to a reasonable commercial mortgage lender releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject Notwithstanding the provisions of Section 2.5 hereof, subject to the terms and conditions set forth in this Section 2.142.7, Borrower may, from time to time, replace may obtain a release of the Lien of a Mortgage (and the related Loan Documents) encumbering an Individual Property with a Qualified Substitute Property (a “Property SubstitutionSubstituted Property”) by substituting therefor another limited or full service hotel property acquired by Borrower (individually or collectively, as the context requires, the “Replacement Property”), providedprovided that (a) the Allocated Principal Amount of the proposed Substituted Property, when aggregated with the Allocated Principal Amounts for all previously Substituted Properties, shall not exceed the sum of $86,212,500.00, (b) the Replacement Property is not located in the case State of each Texas (unless an Individual Property Substitutionlocated in the State of Texas has been previously released pursuant to Section 2.5.2 hereof), and (c) such substitution shall be subject to the satisfaction of the following conditions are metprecedent: (a) The aggregate of (i) the Allocated Loan Amount with respect Lender shall have received a copy of a deed conveying all of Borrower’s right, title and interest in and to the Individual Substituted Property to be replaced, plus an entity other than Borrower or an Affiliate of Borrower and a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records of the appropriate recording office in the county in which the Substituted Property is located. (ii) Lender shall have received an appraisal of each of the Allocated Loan Amounts with respect Replacement Property and the Substituted Property, each dated no more than one hundred twenty (120) days prior to all Individual Properties previously or simultaneously replaced the substitution by an appraiser acceptable to the Rating Agencies, indicating an appraised value of the Replacement Property Substitutions, shall be that is not less than 50% the greater of (a) the value of the then-current principal balance Substituted Property as set forth in the appraisal delivered to Lender at the time of the Loan; encumbrance of the Substituted Property by the related Mortgage or (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall equal or exceed the then-current market value of the Individual Substituted Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing on the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution;substitution. (fiii) after After giving effect to the Property Substitutionsubstitution, the Aggregate Debt Service Coverage Ratio for the aggregate Loan for all of all Individual the Properties for (including the trailing twelve (12Replacement Property but excluding the Substituted Property) months shall be no is not less than the greater of (ia) 1.52:1:00, and the Aggregate Debt Service Coverage Ratio on the Closing Date or (iib) the Aggregate Debt Service Coverage Ratio (including the Substituted Property but excluding the Replacement Property) as of the date immediately preceding the substitution. (iv) The Net Operating Income for the Replacement Property does not show a downward trend over three (3) consecutive years prior to the date of substitution (or such shorter time to the extent available after Borrower’s exercise of diligent efforts). (v) The Debt Service Coverage Ratio (for the twelve (12) month period immediately preceding the substitution) for the Replacement Property is not less than the Debt Service Coverage Ratio (for the twelve (12) month period immediately preceding the substitution) for the related Substituted Property, provided, however, if the Replacement Property has less than twelve month’s operating history, for purposes of this determination, Debt Service Coverage Ratio shall be calculated by Lender acting in its reasonable discretion using annualized actual income and budgeted annual operating expenses set forth on a budget approved by Lender pursuant to the terms hereof. (vi) Lender shall have received a certified copy of a Franchise Agreement for the Replacement Property with a Qualified Franchisor that is either (i) substantially the same in form and substance as the Franchise Agreement or Replacement Franchise Agreement, as applicable, in effect for the Substituted Property or (ii) acceptable to Lender in its reasonable discretion, together with a comfort letter among Borrower, Operating Lessee, the Qualified Franchisor and Lender either (A) in form and substance substantially the same as the counterpart of such document executed and delivered with respect to the Loan for related Substituted Property or (B) in form and substance acceptable to Lender in its reasonable discretion. (vii) Lender shall have received confirmation in writing from the trailing twelve (12) months Rating Agencies to the effect that such substitution will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to the Property Substitution, as would be determined such substitution for any class of Securities issued in accordance connection with the Prudent Lender Standard;Securitization that are then outstanding. (gviii) No Event of Default shall then exist. Lender shall have received a certificate from each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation franchise or any other brand affiliated with Borrower confirming the foregoing; (h) each of , stating that the representations and warranties of Borrower contained in this Agreement shall be and the other Loan Documents are true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the substitution with respect to each Borrower, the Substituted Property Substitution (and the Replacement Property, such Individual Borrower’s acquisition of such Qualified Substitute Property shall certificate to be deemed in form and substance reasonably satisfactory to constitute their representation to such effect);Lender and the Rating Agencies. (iix) the The applicable Individual Borrower Borrower(s) shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, Lender (A) a Mortgage and an Assignment of LeasesLeases with respect to the Replacement Property, together with a letter from such Borrower countersigned by a title insurance company acknowledging receipt of such Mortgage, and Assignment of Leases and agreeing to record in the real estate records for the county in which the Replacement Property is located and to file any UCC Financing Statements in the public records of the jurisdictions in which Lender shall require such UCC Financing Statements to be filed, so as to effectively create upon such recording and filing valid and enforceable first priority Liens upon the Replacement Property, in favor of Lender (or such other trustee as may be required under local law), subject only to the Permitted Encumbrances and such other customary Liens as are permitted pursuant to the Loan Documents and (B) and an Environmental Indemnity with respect to the Replacement Property. The Mortgage, Assignment of Leases and Rents, UCC Financing Statements shall be the same in form and substance as the counterparts of such documents executed and delivered with respect to the related Substituted Property subject to modifications reflecting the Replacement Property as the Property that is the subject of such documents and agreements as are required to satisfy such modifications reflecting the Prudent Lender Standard, laws of the state in each case with such state-specific modifications which the Replacement Property is located as shall be recommended by the counsel admitted to practice in such state and selected delivering the opinion as to the enforceability of such documents required pursuant to clause (xiv) below. The Mortgage encumbering the Replacement Property shall secure all amounts evidenced by Lenderthe Note and Guaranty executed by the applicable Borrower. (x) Each of Borrower, Guarantor and (ii) each other Individual Borrower Indemnitor shall have executed such additional customary and delivered to Lender an instrument ratifying its respective indemnification and/or guaranty obligations under any of the Loan Documents notwithstanding the applicable Property substitution, which instrument shall be in form and such modifications substance satisfactory to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard;in its reasonable discretion. (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (kxi) Lender shall have received copies (A) any “tie-in” or similar endorsement (if available) to each applicable Title Insurance Policy insuring the Lien of all Leases in effect an existing Mortgage as of the date of the substitution available with respect to the Qualified Substitute Title Insurance Policy insuring the Lien of the Mortgage with respect to the Replacement Property and (B) a Title Insurance Policy (or a marked, signed and redated commitment to issue such Title Insurance Policy) insuring the Lien of the Mortgage encumbering the Replacement Property, issued by the title company that issued the Title Insurance Policies insuring the Lien of the existing Mortgages and dated as of the date of the substitution. The Title Insurance Policy issued with respect to the Replacement Property shall (1) provide coverage in the amount of the related Note if the “tie-in” or similar endorsement described above is available or, if such endorsement is not available, in an amount equal to one hundred twenty-five percent (125%) of the such amount, (2) insure Lender that the relevant Mortgage creates a valid first priority lien on the Replacement Property encumbered thereby, free and clear of all exceptions from coverage other than Permitted Encumbrances and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements), (3) contain such endorsements and affirmative coverages (if available) as are contained in the Title Insurance Policies insuring the Liens of the existing Mortgages, and (4) name Lender, together with such estoppels its successors and subordinationassigns, non-disturbance and attornment agreements as required to satisfy the Prudent insured. Lender Standard), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standard, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender also shall have received applicable REMIC opinions copies of paid receipts or other evidence showing that all premiums in respect of such endorsements and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion);Title Insurance Policies have been paid. (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (pxii) Lender shall have received a copies title survey for each Replacement Property, dated within thirty (30) days of the management agreement and/or franchise agreement (as applicable) for substitution, certified to the Qualified Substitute Property title company and tri-party subordination agreements or similar agreements, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, Lender and Lendertheir successors and assigns, in the materially same form and having the same content as executed the certification of the Survey of the Substituted Property prepared by a professional land surveyor licensed in connection with the Loan, or otherwise state in which the Replacement Property is located and acceptable to the Rating Agencies in accordance with the Prudent Lender Standard;2006 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. Such survey shall reflect the same legal description contained in the Title Insurance Policy relating to such Replacement Property. The surveyor’s seal shall be affixed to each survey and each survey shall certify that the Improvements on such surveyed property is not located in a “one-hundred-year flood hazard area.” (ixiii) Prior to the Start-Up Day, Lender shall have consented received valid certificates of insurance indicating that the requirements for the policies of insurance required for each Property hereunder have been satisfied with respect to the Replacement Property Substitutionand evidence of the payment of all premiums payable for the existing policy period. (xiv) Lender shall have received a Phase I environmental report and, such consent if recommended under the Phase I environmental report, a Phase II environmental report, which conclude that the Replacement Property does not contain any Hazardous Substance (as defined in the Mortgage) and is not subject to be unreasonably withheld or delayed, and any material risk of contamination from any off-site Hazardous Substance. (iixv) on or after the Start-Up Day, The applicable Borrower shall have delivered deliver or caused cause to be delivered to Lender confirmation (A) updates certified by each Borrower of all organizational documentation related to Borrower and/or the formation, structure, existence, good standing and/or qualification to do business delivered to Lender in connection with the Closing Date; (B) good standing certificates, certificates of qualification to do business in the jurisdiction in which the Replacement Property is located (if required in such jurisdiction) and (C) resolutions of the member of Borrower authorizing the substitution and any actions taken in connection with such substitution. (xvi) Lender shall have received the following opinions of Borrower’s counsel: (A) an opinion or opinions of counsel admitted to practice under the laws of the state in which the Replacement Property is located stating that the Loan Documents delivered with respect to the Replacement Property pursuant to clause (ix) above are valid and enforceable in accordance with their terms, subject to the laws applicable to creditors’ rights and equitable principles, and that Borrower is qualified to do business and in good standing under the laws of the jurisdiction where the Replacement Property is located or that Borrower is not required by applicable law to qualify to do business in such jurisdiction; (B) an opinion of counsel stating that the Loan Documents delivered with respect to the Replacement Property pursuant to clause (ix) above were duly authorized, executed and delivered by Borrower and that the execution and delivery of such Loan Documents and the performance by Borrower of its obligations thereunder will not cause a breach of, or a default under, any agreement, document or instrument to which Borrower is a party or to which it or its properties are bound; (C) an opinion of counsel or other evidence acceptable to the Rating Agencies stating that subjecting the Replacement Property to the Lien of the related Mortgage and the execution and delivery of the related Loan Documents does not and will not affect or impair the ability of Lender to enforce its remedies under all of the Loan Documents or to realize the benefits of the cross-collateralization provided for thereunder; and (E) an opinion of counsel acceptable to the Rating Agencies that the Property Substitution will substitution does not result constitute a “significant modification” of the Loan under Section 1001 of the Code or otherwise cause a tax to be imposed on a “prohibited transaction” by any REMIC Trust holding an interest in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; andthe Loan. (rxvii) Borrower shall have paid (or caused to be paid) all Basic Carrying Costs relating to the Properties and the Replacement Property, including without limitation, (i) accrued but unpaid insurance premiums relating to the Properties and the Replacement Property, (ii) currently due and payable Taxes (including any in arrears) relating to the Properties and the Replacement Property and (iii) currently due Other Charges relating to the Properties and Replacement Property. (xviii) Borrower shall have paid to Lender a substitution fee equal to one percent (1%) of the Substituted Property’s Allocated Principal Amount, and shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the foregoing substitution and Borrower shall have paid all recording charges, filing fees, taxes or other expenses (including including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the reasonable fees and expenses of legal counsel and substitution. Borrower shall have paid all fees costs and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) Agencies incurred in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, substitution. (ixix) Lender shall execute customary instruments satisfying have received annual operating statements and occupancy statements for the Prudent Replacement Property for the most recently completed fiscal year and a current operating statement for the Substituted Property, each certified to Lender Standard releasing and discharging as being, to the best of the applicable Individual Property Borrower’s knowledge, true and correct and a certificate from the Liens applicable Borrower certifying that there has been no adverse change in the financial condition of the Loan Documents, and (ii) if as a result Replacement Property since the date of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement)operating statements.

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “Property Substitution”), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:001.63:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standard; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are required to satisfy the Prudent Lender Standard, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standard), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standard, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and tri-party subordination agreements or similar agreements, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standard; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “"Property Substitution”"), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ ' prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s 's requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s 's notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standardacceptable to a reasonable commercial mortgage lender) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standardacceptable to a reasonable commercial mortgage lender); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard by a reasonable commercial mortgage lender following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:001.51:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standardby a reasonable commercial mortgage lender; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation Marriott franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s 's acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are generally required to satisfy the Prudent Lender Standardby reasonable commercial mortgage lenders, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require, in each case in form and substance which satisfies the Prudent Lender Standardreasonably acceptable to Lender; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standardto a reasonable commercial mortgage lender, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard acceptable to a reasonable commercial mortgage lender (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies copy of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and a tri-party subordination agreements agreement or similar agreementsagreement, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standardto a reasonable commercial mortgage lender; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard reasonably satisfactory to a reasonable commercial mortgage lender releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard reasonably satisfactory to a reasonable commercial mortgage lender releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “"Property Substitution”"), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ ' prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s 's requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s 's notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standardacceptable to a reasonable commercial mortgage lender) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standardacceptable to a reasonable commercial mortgage lender); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard by a reasonable commercial mortgage lender following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:001.58:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standardby a reasonable commercial mortgage lender; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation Marriott franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s 's acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are generally required to satisfy the Prudent Lender Standardby reasonable commercial mortgage lenders, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require, in each case in form and substance which satisfies the Prudent Lender Standardreasonably acceptable to Lender; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standardto a reasonable commercial mortgage lender, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard acceptable to a reasonable commercial mortgage lender (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies copy of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and a tri-party subordination agreements agreement or similar agreementsagreement, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standardto a reasonable commercial mortgage lender; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard reasonably satisfactory to a reasonable commercial mortgage lender releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard reasonably satisfactory to a reasonable commercial mortgage lender releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject (a) At any time after the Closing Date, provided no Event of Default is then continuing or would result therefrom, if a Lease Sweep Period or Default exists or if Borrower anticipates that there will be a Lease Sweep Event based on written notice from a Tenant that it intends to the terms and conditions set forth in this Section 2.14not renew its Lease, to terminate its Lease or to go dark, Borrower maymay replace one of more Properties (individually, from time to timea “Replaced Property” and collectively, replace an Individual Property the “Replaced Properties”) with a Qualified Substitute Property Properties (a “Property Substitution”)) solely to the extent necessary to cure such Lease Sweep Period or Default, provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) If the Allocated Loan Amount Property Substitution occurs after a Securitization, Borrower shall have obtained a Rating Agency Confirmation from the Rating Agencies with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (cii) Borrower shall have given delivered all information reasonably required by Lender to underwrite the proposed Substitute Property and Lender shall have approved the Substitute Property in its sole discretion; (iii) Lender shall have received current Appraisals of the Substitute Property and the Replaced Property; (iv) intentionally omitted; (v) Borrower shall have certified to Lender in an Officer’s Certificate that the Property Substitution shall not have a Material Adverse Effect; (vi) the acquisition of the Substitute Property shall not result in the incurrence of any Debt that is not permitted under the terms of this Agreement, the existence of any Liens on Collateral that are not Permitted Encumbrances, or otherwise cause a Default or Event of Default to occur; (vii) if the Loan is in a REMIC Trust, in the event that, immediately after giving effect to the Property Substitution and the prepayment of principal pursuant to this Section 2.5.3, the Loan to Value Ratio of the Properties remaining subject to the Lien of the Loan Documents is greater than one hundred twenty-five percent (125%), notwithstanding anything to the contrary in this Agreement or any other Loan Document, (A) the outstanding principal balance of the Loan must be paid down by an amount such that the Loan to Value Ratio is no more than one hundred twenty-five percent (125%), or (B) the appraised value (excluding any personal property or going concern value) of the Substitute Property is equal to or greater than the appraised value (excluding any personal property or going concern value) of the Replaced Property; (viii) after giving effect to such Property Substitution (including the amount prepaid in clause (vii), above, if applicable), the Debt Yield for the Properties shall not be less than the greater of (i) 11.40%, and (ii) the Debt Yield for the Properties immediately prior to such release; (ix) Lender shall have received reasonably satisfactory Environmental Reports and engineering reports regarding the Substitute Properties showing no structural, environmental or other issues that are not reasonably acceptable to Lender; and, if corrective measures are recommended therein, Borrower shall have deposited into the a reserve account with Lender one hundred ten percent (110%) of the amount required to fund such corrective measures; (x) Lender shall have received a current rent roll for the Substitute Property; (xi) Borrower shall deliver to Lender financial statements and operating statements with respect to the Substitute Property, each certified by Borrower’s chief financial officer, in each case for the prior three calendar years, and trailing twelve-month operating statements certified by the Chief Financial Officer of Borrower. If Borrower has audited financial statements with respect to the Substitute Property for any period during the prior three calendar years, Borrower shall deliver such audited financials to Lender; (xii) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender a Security Instrument with respect to each Substitute Property in form and substance of the Security Instruments delivered upon the date hereof in connection with the making of the Loan, and Borrower shall have authorized the filing (and Lender shall file) of applicable Uniform Commercial Code financing statements, in each case with such state-specific modifications as shall be reasonably recommended by counsel admitted to practice in such state and reasonably selected by Lender; (xiii) Lender shall have received a Title Insurance Policy in respect of the Substitute Property, listing only Permitted Encumbrances and such other exceptions as are reasonably satisfactory to Lender; (xiv) An Individual Borrower or a Person that has been added as a “Borrower” in connection with the Property Substitution shall own the fee interest (as opposed to the interest of a ground lessee) of each Substitute Property; (xv) Lender shall have received a Survey with respect to the Substitute Property showing no encroachments or other issues that are reasonably objectionable to Lender; (xvi) Lender shall have received evidence reasonably satisfactory to Lender that the Substitute Property is in compliance in all material respects with all applicable zoning requirements which evidence shall be in the form of a reasonably acceptable zoning endorsement to the applicable Title Insurance Policy and a zoning report from a third party consultant acceptable to Lender, and Lender shall have received a copy of all material permits for the use and operation of each Substitute Property and the certificate(s) of occupancy, if required and obtainable, for each Substitute Property; (xvii) Borrower shall have delivered to Lender an Officer’s Certificate certifying that as of the date of the Property Substitution, the representations and warranties contained in Article IV are true and correct with respect to both the Individual Borrower owning the Substitute Property and the applicable Substitute Property (with any exceptions or modifications to such representations and warranties specified in an exhibit to such Officer’s Certificate which shall be reasonably acceptable to Lender); (xviii) Guarantor shall deliver to Lender a ratification of its obligations under the Guaranty and the Environmental Indemnity, in each case confirming that the Substitute Property will thereafter be a Property for all purposes thereunder and that the Property Substitution does not affect Guarantor’s obligations under the Guaranty and the Environmental Indemnity; (xix) Lender shall have received from counsel reasonably satisfactory to Lender legal opinions as to the applicable Individual Borrower, and the Loan Documents delivered in connection with the Property Substitution, that are in form and substance substantially similar to those delivered to Lender on the Closing Date, including an Additional Insolvency Opinion; (xx) if the Loan has been Securitized and the Securitization Vehicle is a REMIC, Lender shall have received from counsel reasonably satisfactory to Lender, an opinion that the Property Substitution does not cause any portion of the Loan to cease to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, and that the Property Substitution does not constitute a “significant modification” of the Loan under the REMIC provisions of the Code; (xxi) Borrower shall have requested estoppel certificates from each tenant at the Substitute Property on the form heretofore agreed by Lender or on the form set forth in each applicable tenant’s Lease and shall have delivered to Lender true and complete copies of each estoppel certificate received back from any Tenant, which shall at a minimum include estoppel certificates reasonably satisfactory to Lender from tenants comprising at least 70% of gross rental income from such Substitute Property; (xxii) Lender shall have received certificates of insurance (on XXXXX Form 28, where available) demonstrating insurance coverage in respect of the Substitute Property of types, in amounts, with insurers and otherwise in compliance with the terms, provisions and conditions set forth in Section 6.1; (xxiii) if the Property Substitution requires the addition of another “Individual Borrower” hereunder, such Person shall be a Special Purpose Entity or a recycled single-purpose entity and have executed an assumption agreement in form and substance reasonably satisfactory to Lender assuming all obligations of an Individual Borrower under the Loan Documents, and Lender shall have received (A) all documents reasonably requested by Lender relating to the existence of such new Individual Borrower and the due authorization of such new Individual Borrower to assume the obligations of an Individual Borrower and to execute and deliver the documents described in this Section, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the new Individual Borrower, together with all amendments thereto, and certificates of good standing or existence for the new Individual Borrower issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register and (B) reports of Uniform Commercial Code, credit, tax lien, bankruptcy and judgment searches, in such jurisdictions as Lender shall request, conducted by a nationally recognized search firm with respect to the Substitute Property and such Individual Borrower and showing no liens, claims or encumbrances against such Individual Borrower or the Substitute Property that are not reasonably approved by Lender and Lender shall have otherwise received Satisfactory Search Results relating to such Person. For purposes of this clause (xxiii), “recycled single-purpose entity” shall mean any Person that satisfies (1) the definition of a Special Purpose Entity (with such reasonable exceptions as Lender may approve relating solely to the fact that such Person is not a newly formed entity) and (2) Lender’s and the Rating Agency’s then current requirements regarding recycled single-purpose entities; (xxiv) Lender shall have received an Officer’s Certificate reasonably satisfactory to Lender specifying any and all Substitute Property Unfunded Obligations under Leases with respect to the Substitute Property and, shall deposit into the Unfunded Obligations Reserve Account an amount equal to one hundred percent (100%) of the amount of such Substitute Property Unfunded Obligations, which amount shall be held by Lender as additional collateral for the Loan and disbursed in accordance with Section 7.4. Borrower shall have reaffirmed its obligation to cause all Substitute Property Unfunded Obligations to be paid and/or performed, as applicable, in accordance with the applicable Lease, Legal Requirements and this Agreement; (xxv) Borrower shall have reimbursed Lender for all of its reasonable out of pocket costs and expenses relating to the Property Substitution (including any fees charged by the Servicer and Rating Agencies in connection with such substitution); and (xxvi) If the Individual Borrower that owns the Replaced Property is the Individual Borrower named on the Lockbox Account or the Cash Management Account, the Borrower shall cause the account(s) to be renamed in the name of another Individual Borrower still party to the Loan Documents. (b) Borrower shall give Lender at least thirty forty-five (3045) days’ prior written notice of any Property Substitution, identifying the proposed Individual Replaced Property to be replacedor Replaced Properties, the proposed Qualified Substitute Property, Property or Substitute Properties and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitutionnotice). If such Property Substitution does not occur on such date (as same may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse pay to Lender for all reasonable expenses actually incurred by Lender in connection with the proposed Property Substitution;therewith. (dc) Upon the then-current market value occurrence of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitutionherewith, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standard; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are required to satisfy the Prudent Lender Standard, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels execute instruments prepared by Borrower and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standard), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of Lender -49- releasing and discharging each Replaced Property from the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender StandardLiens of, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may requirefrom any obligations under, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and tri-party subordination agreements or similar agreements, as applicable, with respect Documents subject to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunderobligations stated to survive, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standard; (i) Prior to the Start-Up Day, Lender Guarantor shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging such Individual Borrower released from its obligations under the Loan Documents Environmental Indemnity with respect to the Replaced Property in accordance with Section 9 of the Environmental Indemnity. (other than d) Upon the occurrence of any liability or obligation relating Property Substitution in accordance with this Agreement and provided no Event of Default shall have occurred and be continuing, Lender shall cause a portion of the funds on deposit in the Reserve Accounts equal to any environmental matters arising under Section 5.1(F) of the unspent portion thereof allocable solely to each Replaced Property to be remitted to Borrower, provided, that, in no event shall amounts on deposit in the Excess Cash Flow Reserve Account be disbursed to Borrower pursuant to this Agreementclause (d).

Property Substitutions. Subject (a) Provided no Event of Default is continuing or would result therefrom, at any time following the earlier of (1) the full disposition of the Loan (including all Notes or interests therein) by Lender (disregarding any risk retained bonds held by Lender which are necessary to satisfy credit risk retention requirements) and (2) the terms and conditions set forth second (2nd) anniversary of the Closing Date, or as otherwise consented to by Lender in this Section 2.14its reasonable discretion, Borrower may, from time shall have the right to time, replace an Individual Property with a Qualified Substitute Property substitute (a “Property Substitution”) one or more Individual Properties (individually, a “Replaced Property” and collectively, the “Replaced Properties”) with one or more replacement properties (each a “Replacement Property”), provided, in the case of each Property Substitution, the following conditions are metsatisfied, all as determined by Lender: (ai) The aggregate of Either (i) each Replaced Property must have less than two (2) years remaining on the Allocated Loan Amount with respect to term of the Individual Lease encumbering such Replaced Property to be replaced, plus or (ii) the Substitution of such Replaced Property with one or more Replacement Properties must cure a Cash Sweep Period; (ii) The aggregate Allocated Loan Amounts with respect to for all Individual Replaced Properties previously or simultaneously replaced by Property (whether in one more separate Substitutions, shall be less than 50% ) during the term of the then-current principal balance of the LoanLoan shall not exceed $56,250,000.00; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (ciii) Borrower shall have given Lender at least thirty not less than sixty (3060) days’ days prior written notice of any Property Substitutiona Substitution to Lender, identifying which notice shall identify the proposed Individual Replaced Property to be replacedor Replaced Properties, the proposed Qualified Substitute Property, Replacement Property or Replacement Properties and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s requirement to extend the date for such Property Substitutionthereof). If such Property Substitution does not occur on such date (as same may have been extended), (i) such Borrower’s notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse pay to Lender for all reasonable expenses actually incurred by Lender in connection with therewith; (iv) Lender shall have received current Appraisals of the proposed applicable Replacement Property and the applicable Replaced Property, demonstrating that the as-is market value of such Replacement Property is equal to or greater than the as-is market value of such Replaced Property immediately prior to such Substitution; (dv) the then-current market value of any proposed Qualified Substitute The Replacement Property (as determined by an Appraisal satisfying the Prudent Lender Standard) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standard); (e) the must have Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal to or exceed greater than the Net Operating Income of the Individual Replaced Property proposed immediately prior to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard following notice of the proposed Property Substitution; (fvi) after giving effect The Replacement Property must be owned in fee (as opposed to the Property Substitutioninterest of a ground lessee) by a newly formed single-purpose bankruptcy remote entity or acceptable “recycled entity” satisfying the representations, warranties and covenants set forth in Section 6.1 hereof and such new Borrower shall have executed an assumption agreement in form and substance reasonably satisfactory to Lender assuming all obligations of a Borrower under the Debt Service Coverage Ratio Loan Documents, and Lender shall have received all documents reasonably requested by Lender relating to the existence of such new Borrower and the due authorization of such new Borrower to assume the obligations of a Borrower and to execute and deliver the documents described in this Section, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the new Borrower, together with all amendments thereto, and certificates of good standing or existence for the aggregate new Borrower issued as of all Individual Properties a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; (vii) The Replacement Property must satisfy Lender’s then current environmental and engineering standards applicable to properties similar to the Replacement Property pursuant to new engineering and environmental reports reasonably acceptable to Lender for such Replacement Property; and, if corrective measures are recommended therein, Borrower shall have deposited into the trailing twelve Required Repair Account one hundred fifteen percent (12115%) months shall of the amount required to fund such corrective measures; (viii) The Replacement Property must be Class A office or industrial property with similar construction qualities and building amenities as the Replaced Property as reasonably determined by Lender; (ix) Each Lease at the Replacement Property must have an average remaining Lease term of no less than the greater of five (i5) 1.52:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standardyears; (gx) each Qualified Substitute The Replacement Property must be leased to a Tenant with credit (or whose guarantor under its respective lease has credit) that is better than or equal to the Tenant leasing the Replaced Property; (xi) The location of the Replacement Property shall be in a top ten (i10) fully constructed and operating for a minimum of twelve (12) monthsMSA, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. an MSA equal to or Hilton Hotels Corporation franchise or any other brand affiliated with greater than the foregoingReplaced Property; (hxii) each Lender shall have received a Title Insurance Policy in respect of the representations Replacement Property, listing only Permitted Encumbrances and warranties contained in this Agreement such other exceptions as are reasonably acceptable to Lender and Lender shall be true and correct in all material respects with respect have received such endorsements to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, existing Title Insurance Policies as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect)Lender may reasonably require; (ixiii) Lender shall have received a Rating Agency Confirmation with regard to the Substitution; (xiv) Borrower shall pay a Substitution service fee equal to one quarter of one percent (0.25%) of the Allocated Loan Amount of the Replaced Property; (xv) Borrower shall have executed such additional, modified or amended Loan Documents as may be reasonably required by Lender, including, without limitation, the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, Lender a Mortgage with respect to each Qualified Substitute Replacement Property, a Mortgage and an Assignment Borrower shall have authorized the filing (and Lender shall file) of Leases, and such other customary documents and agreements as are required to satisfy the Prudent Lender Standardapplicable Uniform Commercial Code financing statements, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standard; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (kxvi) Lender shall have received a survey for the Replacement Property in form and substance consistent with the scope and standards of each survey delivered to Lender at closing and otherwise reasonably acceptable to Lender, showing no encroachments or other issues that are objectionable to Lender; (xvii) Borrower shall have delivered to Lender opinions of counsel in form and content reasonably acceptable to Lender, including, without limitation, (A) if any portion of the Loan has been Securitized, Lender shall have received from counsel reasonably satisfactory to Lender an opinion that the Substitution does not cause a tax to be imposed on the securitization vehicle or, if the securitization vehicle is a REMIC Trust, an opinion that the Substitution does not cause any portion of the Loan to cease to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, and that the Substitution does not constitute a “significant modification” of the Loan under Section 1001 of the Code, (B) a New Non-Consolidation Opinion, and (C) with respect to the enforceability of the Loan Documents delivered in connection with the Replacement Property; (xviii) The acquisition of the Replacement Property shall not result in the incurrence of any Debt that is not permitted under the terms of this Agreement, the existence of any Liens on Collateral that are not Permitted Encumbrances, or otherwise cause a Default or Event of Default to occur; (xix) Lender shall have received a current rent roll for the Replacement Property; (xx) Borrower shall deliver to Lender financial statements and operating statements with respect to the Replacement Property, each certified by an authorized officer of Borrower, in each case for the prior three (3) calendar years, and trailing twelve-month operating statements certified by an authorized officer of Borrower. If Borrower has audited financial statements with respect to the Replacement Property for any period during the prior three (3) calendar years, Borrower shall deliver such audited financials to Lender; (xxi) Lender shall have received evidence reasonably satisfactory to Lender that the Replacement Property is in compliance with all applicable zoning requirements which evidence shall be in the form of a reasonably acceptable zoning endorsement to the applicable Title Insurance Policy and a zoning report from a third party consultant in form and substance reasonably acceptable to Lender, and Lender shall have received a copy of all material permits for the use and operation of each Replacement Property and the certificate(s) of occupancy, if required and obtainable, for each Replacement Property; (xxii) Borrower shall have delivered to Lender a certificate from an authorized officer of Borrower certifying that (A) the conditions to such Substitution set forth in this Section 2.10 have been satisfied in full, (B) as of the date of the Substitution, the representations and warranties contained in Article 4 are true and correct with respect to both the applicable Borrower acquiring the Replacement Property and the applicable Replacement Property (and any exceptions to such representations and warranties shall be specified in an exhibit to such officer’s certificate and must be reasonably acceptable to Lender) and (C) such Substitution shall not have a Material Adverse Effect; (xxiii) Guarantor shall deliver to Lender a ratification of its obligations under the Guaranty and the Environmental Indemnity, in each case confirming that the Replacement Property will thereafter be an Individual Property for all purposes thereunder and that the Substitution does not affect Guarantor’s obligations under the Guaranty and the Environmental Indemnity; (xxiv) Lender shall have received the then-current Annual Budget with respect to the Replacement Property; (xxv) Lender shall have received true and complete copies of all Leases and material agreements in effect respect of such Replacement Property; (xxvi) Borrower shall have requested estoppel certificates from each tenant at the Replacement Property on the form heretofore agreed by Lender (or on such tenant’s form attached to its Lease if reasonably acceptable to Lender) and shall have delivered to Lender true and complete copies of an estoppel certificate from each Tenant at the Replacement Property, in each case, in a form reasonably satisfactory to Lender; (xxvii) Lender shall have received certificates of insurance (on XXXXX Form 28, where available) demonstrating insurance coverage in respect of the Replacement Property of types, in amounts, with insurers and otherwise in compliance with the terms, provisions and conditions set forth in Section 8.1 hereof; (xxviii) no Individual Property shall be released if any Lease at any Individual Property that would remain part of the collateral for the Loan grants to the Tenant thereunder a right to lease space at the proposed Replaced Property; (xxix) no Individual Property shall be released if as a result of such release any Individual Property that remains part of the collateral for the Loan shares a tax lot or is otherwise subject to joint assessment with any real property that is not collateral for the Loan; (xxx) If Lender reasonably determines that such Substitution would be reasonably likely to adversely affect Lender’s rights, benefits or protections under any Title Insurance Policy with respect to any Individual Property not subject to such Substitution, including, without limitation, the priority of the Mortgage and/or the incurrence of any Liens (other than Permitted Encumbrances) at any Individual Property not subject to such release, and therefore if reasonably requested by Lender, Borrower shall deliver to Lender an endorsement to the applicable Title Insurance Policy (to the extent available in the State where the Replaced Property is located) (i) extending the effective date of such policy to the date of such Substitution; (ii) confirming no change in the priority of the Mortgage on the balance of any applicable Individual Properties (exclusive of the Replaced Property) or in the amount of the insurance or the coverage of any applicable Individual Properties (exclusive of the Replacement Property) under the policy; (iii) showing no Liens or survey exceptions not previously approved by Lender other than the Permitted Encumbrances or such other exceptions as may be entered into in accordance with the terms hereof; and (iv) otherwise in form and substance reasonably acceptable to Lender; (xxxi) Lender shall have received a certificate reasonably satisfactory to Lender executed by an authorized officer of Borrower in favor of Lender specifying any and all Replacement Property Unfunded Obligations under Leases with respect to the Qualified Substitute Replacement Property and Borrower shall deposit into the Unfunded Obligations Reserve Account an amount equal to one hundred percent (together 100%) of the amount of such Replacement Property Unfunded Obligations to the extent such Unfunded Obligations are required under the Lease at the Replacement Property to be completed within the first twelve (12) months of the term of such Lease (provided, however, with such estoppels and subordination, non-disturbance and attornment agreements as respect to any Unfunded Obligations required to satisfy the Prudent be completed after such initial twelve (12) month period, Borrower shall agree to deposit with Lender Standarda reserve for such Unfunded Obligations twelve (12) months prior to when such Unfunded Obligations shall be due), UCC which amount shall be held by Lender as additional collateral for the Loan and disbursed in accordance with Section 9.5 and Borrower shall have reaffirmed its obligation to cause all Replacement Property Unfunded Obligations to be paid and/or performed, as applicable, in accordance with the applicable Lease, Legal Requirements and this Agreement; (xxxii) Intentionally omitted; (xxxiii) if any portion of the Loan is in a REMIC Trust, in the event that, immediately after giving effect to the Substitution, the LTV Ratio of the Individual Properties remaining subject to the Lien of the Loan Documents is greater than one hundred twenty-five percent (125%), notwithstanding anything to the contrary in this Agreement or any other credit and public records search reportsLoan Document, certificates the outstanding principal balance of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and the Loan must be paid down by an amount such that the LTV Ratio is no more than one hundred twenty-five percent (125%); (xxxiv) Lender shall have received such other customary certificates, opinions, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property Loan as required to satisfy the Prudent Lender Standard, in each case in form and substance which satisfies the Prudent Lender Standard; (l) if corrective measures are recommended may have been reasonably requested by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standard, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and tri-party subordination agreements or similar agreements, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standard; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (rxxxv) Borrower shall have paid or reimbursed Lender for pay all out-of-pocket of Lender’s costs and expenses (including reasonable legal fees actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the any Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan Agency or servicer (if anyfees) in connection with any Property such Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “"Property Substitution”"), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ ' prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s 's requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s 's notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standardacceptable to a reasonable commercial mortgage lender) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standardacceptable to a reasonable commercial mortgage lender); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard by a reasonable commercial mortgage lender following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:001.50:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standardby a reasonable commercial mortgage lender; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation Marriott franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s 's acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are generally required to satisfy the Prudent Lender Standardby reasonable commercial mortgage lenders, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require, in each case in form and substance which satisfies the Prudent Lender Standardreasonably acceptable to Lender; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standardto a reasonable commercial mortgage lender, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard acceptable to a reasonable commercial mortgage lender (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies copy of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and a tri-party subordination agreements agreement or similar agreementsagreement, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standardto a reasonable commercial mortgage lender; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard reasonably satisfactory to a reasonable commercial mortgage lender releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard reasonably satisfactory to a reasonable commercial mortgage lender releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).

Property Substitutions. Subject to the terms and conditions set forth in this Section 2.14, Borrower may, from time to time, replace an Individual Property with a Qualified Substitute Property (a “"Property Substitution”"), provided, in the case of each Property Substitution, the following conditions are met: (a) The aggregate of (i) the Allocated Loan Amount with respect to the Individual Property to be replaced, plus (ii) the Allocated Loan Amounts with respect to all Individual Properties previously or simultaneously replaced by Property Substitutions, shall be less than 50% of the then-current principal balance of the Loan; (b) no Event of Default shall have occurred and be continuing on such date either before or after the Property Substitution; (c) Borrower shall have given Lender at least thirty (30) days’ ' prior written notice of any Property Substitution, identifying the proposed Individual Property to be replaced, the proposed Qualified Substitute Property, and the proposed date of the Property Substitution (which date may be extended by up to thirty (30) days, provided that Borrower gives Lender reasonable prior written notice of Borrower’s 's requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (i) such Borrower’s 's notice will be deemed rescinded, and (ii) Borrower shall on such date reimburse Lender for all expenses actually incurred by Lender in connection with the proposed Property Substitution; (d) the then-current market value of any proposed Qualified Substitute Property (as determined by an Appraisal satisfying the Prudent Lender Standardacceptable to a reasonable commercial mortgage lender) shall equal or exceed the then-current market value of the Individual Property proposed to be replaced immediately prior to the Property Substitution (as determined by an Appraisal satisfying the Prudent Lender Standardacceptable to a reasonable commercial mortgage lender); (e) the Net Operating Income of any proposed Qualified Substitute Property for the twelve-month period trailing the date of determination shall equal or exceed the Net Operating Income of the Individual Property proposed to be replaced during such period, as would be determined in accordance with the Prudent Lender Standard by a reasonable commercial mortgage lender following notice of the proposed Property Substitution; (f) after giving effect to the Property Substitution, the Debt Service Coverage Ratio for the aggregate of all Individual Properties for the trailing twelve (12) months shall be no less than the greater of (i) 1.52:1:001.57:1:00, and (ii) the Debt Service Coverage Ratio with respect to the Loan for the trailing twelve (12) months immediately prior to the Property Substitution, as would be determined in accordance with the Prudent Lender Standardby a reasonable commercial mortgage lender; (g) each Qualified Substitute Property shall be (i) fully constructed and operating for a minimum of twelve (12) months, and (ii) a limited service hotel property or full service hotel property, in each case operating under a Marriott, Starwood Hotels & Resorts Worldwide, Inc. or Hilton Hotels Corporation Marriott franchise or any other brand affiliated with the foregoing; (h) each of the representations and warranties contained in this Agreement shall be true and correct in all material respects with respect to the applicable Individual Borrower acquiring the applicable Qualified Substitute Property, as well as to the Qualified Substitute Property, on and as of the date of the Property Substitution (and such Individual Borrower’s 's acquisition of such Qualified Substitute Property shall be deemed to constitute their representation to such effect); (i) the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender, with respect to each Qualified Substitute Property, a Mortgage and an Assignment of Leases, and such other customary documents and agreements as are generally required to satisfy the Prudent Lender Standardby reasonable commercial mortgage lenders, in each case with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender, and (ii) each other Individual Borrower shall have executed such additional customary Loan Documents and such modifications to and reaffirmations of the existing Loan Documents to which it is a party as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require; (j) each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Qualified Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of the Allocated Loan Amount of the Individual Property replaced by the Qualified Substitute Property as of immediately prior to such Property Substitution; (k) Lender shall have received copies of all Leases in effect with respect to the Qualified Substitute Property (together with such estoppels and subordination, non-disturbance and attornment agreements as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require), UCC and other credit and public records search reports, certificates of insurance, title insurance policies and endorsements, surveys, evidence of zoning compliance, copies of material Permits, contracts and agreements, environmental and engineering reports, operating statements and other financial information, and such other customary certificates, documents and instruments relating to the Loan, Borrower, or the Qualified Substitute Property as required to satisfy the Prudent Lender Standarda reasonable commercial mortgage lender would customarily require, in each case in form and substance which satisfies the Prudent Lender Standardreasonably acceptable to Lender; (l) if corrective measures are recommended by any applicable environmental or engineering report, the applicable Individual Borrower shall have deposited with the Lender, pursuant to customary documentation reasonably satisfactory to Lender, 125% of the amount required to fund such corrective measures, which funds shall be made available to such Individual Borrower upon completion of such corrective measures to an extent that would be satisfactory in accordance with the Prudent Lender Standardto a reasonable commercial mortgage lender, and the applicable Individual Borrower shall covenant to perform such corrective measures within the time period recommended in such reports; (m) Lender shall have received applicable REMIC opinions and such other customary opinions of counsel as Lender may require, in form and content which satisfies the Prudent Lender Standard acceptable to a reasonable commercial mortgage lender (including a new non-consolidation opinion); (n) no Individual Property may be replaced with more than one Qualified Substitute Property; (o) if the owner of the proposed Qualified Substitute Property is not a current Borrower under the Loan then such owner must be a Qualified Successor Borrower; (p) Lender shall have received a copies copy of the management agreement and/or franchise agreement (as applicable) for the Qualified Substitute Property and a tri-party subordination agreements agreement or similar agreementsagreement, as applicable, with respect to each such agreement, among the applicable Individual Borrower, the manager and/or franchisor thereunder, and Lender, in form and content as executed in connection with the Loan, or otherwise acceptable in accordance with the Prudent Lender Standardto a reasonable commercial mortgage lender; (i) Prior to the Start-Up Day, Lender shall have consented to the Property Substitution, such consent not to be unreasonably withheld or delayed, and (ii) on or after the Start-Up Day, Borrower shall have delivered or caused to be delivered to Lender confirmation by each of the applicable Rating Agencies that the Property Substitution will not result in ay qualification, withdrawal or downgrading of any existing ratings of securities created in any applicable Secondary Market Transaction; and (r) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and all fees and expenses of the Rating Agencies, if any), and shall have paid all reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with any Property Substitution. Upon the satisfaction of the conditions set forth in Section 2.14, (i) Lender shall execute customary instruments satisfying the Prudent Lender Standard reasonably satisfactory to a reasonable commercial mortgage lender releasing and discharging the applicable Individual Property from the Liens of the Loan Documents, and (ii) if as a result of the Property Substitution, any Individual Borrower no longer owns any Individual Property, then Lender shall execute customary instruments satisfying the Prudent Lender Standard reasonably satisfactory to a reasonable commercial mortgage lender releasing and discharging such Individual Borrower from its obligations under the Loan Documents (other than any liability or obligation relating to any environmental matters arising under Section 5.1(F) of this Agreement).