Common use of Substitution of Collateral Clause in Contracts

Substitution of Collateral. Borrower may from time-to-time request that Lender accept substitute real property collateral in place of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, in the aggregate, result in the new real property collateral and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution having: (a) a combined Debt Service Coverage Ratio equal to or greater than the higher of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth herein.

Substitution of Collateral. Upon prior written notice to Lender, a Borrower may shall be entitled to obtain a release of an Individual Property owned by such Borrower (the “Exiting Property”) from time-to-time request that Lender accept substitute real property collateral in place of all or a portion the Lien of the Property then encumbered Collateral Documents and the Cross Collateral Documents upon substituting therefor (a “Substitution”) another property (the “Substitute Property”) satisfactory to Lender (in its sole discretion) and upon satisfaction (as determined by the Mortgage. Any proposed substitute property collateral must, Lender in the aggregate, result in the new real property collateral and that portion its sole discretion) of each of the Property which will remain encumbered by the Mortgage following the collateral substitution havingterms and conditions: (a) At the time of such Borrower’s request for a combined Debt Service Coverage Ratio equal Substitution and at the time of the proposed Substitution, there shall exist no Event of Default, and there shall exist no condition or state of facts, which with the passage of time or the giving of notice, or both, would constitute an Event of Default under the Loan Documents; (b) No Event of Default shall have occurred under any of the Loan Documents at any time from the Closing Date to the date of the consummation of the proposed Substitution; (c) A Substitution shall involve only one (1) Individual Property; (d) The Substitution shall be in conjunction with the sale of one (1) Individual Property to the Master Tenant or greater another third party unrelated to any of Borrowers, and Lender shall not be obligated to consummate the Substitution in the event the proposed sale of the Individual Property shall not actually be consummated; (e) Upon the applicable Borrower’s written request for a Substitution, such Borrower shall deliver to Lender a copy of the current draft of the sale agreement pertaining to the sale of the Exiting Property, and as soon as available after such Borrower’s written request for a Substitution, such Borrower shall deliver to Lender a copy of the fully executed sale agreement (along with a marked copy of such fully executed sale agreement indicating all changes made after the draft of the sale agreement previously delivered to Lender), but in no event shall such delivery of such fully executed sale agreement and such marked sale agreement be later than two (2) business days after such Borrower’s execution of such sale agreement, and in all events such delivery shall be made at least thirty (30) days prior to the end of Lender’s period (as specified below) for processing such Substitution; (f) Any written request by a Borrower to Lender for a Substitution must be received no sooner than the higher later of (i) 1.35 to 1.00 nine (9) months after the Closing or (ii) six (6) months after completion of the most recent Release or Substitution, and any such written request must be received no later than twelve (12) months prior to the maturity date of the Loans; (g) The proposed Substitute Property shall constitute the fee simple estate to such property, and no joint venture or partnership interests or interests shall be permitted; (h) The ownership entity of the Substitute Property shall be identical to the entity that owned the Exiting Property; (i) At the time of any Substitution, the Substitute Property shall not be less than one hundred percent (100%) occupied by third-party tenants in occupancy and paying rent, and free rent or other rental concessions shall have been extinguished except as may otherwise be approved in writing by Lender; (j) The credit of the tenants (or if a lease is guaranteed, the credit of the guarantor so long as such lease is guaranteed pursuant to a guaranty satisfactory to Lender) occupying the Substitute Property and the lease rollover schedule for such tenants shall be satisfactory to Lender. (k) Lender shall have received a physical condition report (conforming with Lender’s then current guidelines and report requirements) of the Substitute Property from an engineer or architect chosen by Lender, which report shall be satisfactory in all respects to Lender. In addition, Lender shall have received an Environmental Site Assessment (conforming with Lender’s then current guidelines and report requirements) of the Substitute Property from an environmental consulting firm chosen by Lender, which Environmental Site Assessment shall be satisfactory in all respects to Lender. The cost of preparation of all such reports and all necessary inspections shall be paid by Borrower; (l) The Substitute Property (including, without limitation, the location, the demographics of the market area, appearance, configuration, quality and age of the Substitute Property) shall be satisfactory to Lender; (m) The value and NOI (as defined above) of the Substitute Property shall equal or exceed the then-market value and NOI of the Exiting Property, all as determined by Lender; (n) All conditions that Borrowers were obligated to meet and satisfy under the terms of the Loan Application in connection with the closing of the Loans, or, if required by Lender, Lender’s then current closing and underwriting requirements, shall be satisfied regarding the Substitute Property, including without limitation, that (i) all Loan Documents shall be satisfactory to Lender, (ii) Lender receives a satisfactory legal opinion from the applicable Borrower’s counsel, (iii) title to the Substitute Property shall be satisfactory in all respects to Lender (including, without limitation, evidence that Lender shall have a first and exclusive Lien on the fee simple interest in the Substitute Property), (iv) Lender shall receive a satisfactory survey and title insurance policy, (v) Lender receives satisfactory evidence that the Substitute Property complies with all applicable government requirements, and (vi) Borrowers’ current financial condition shall be satisfactory to Lender; (o) At the same time that the applicable Borrower delivers its written notice to Lender requesting a Substitution, such Borrower shall pay to Lender a non-refundable administrative fee of $25,000 (the “Substitution Administrative Fee”), and the Substitution Administrative Fee shall be deemed earned by Lender upon Lender’s receipt of such fee. At the closing of the Substitution, Borrower shall pay to Lender a non-refundable fee of one half of one percent (0.5%) of the Allocated Loan Amount for the Exiting Property; provided, however, that Lender shall credit against such non-refundable fee paid at the closing of the Substitution the Substitution Administrative Fee that such Borrower previously paid to Lender. Neither the Substitution Administrative Fee nor the non-refundable fee paid at the closing of the Substitution shall be applied to the applicable Individual Loan or the outstanding principal balance due under the Loans; (p) Whether or not the Substitution actually closes, Borrowers shall pay all costs and expenses associated with the Substitution, including but not limited to, title insurance and survey fees and expenses, recording charges and taxes, documentary stamp taxes, intangible taxes, attorneys’ fees (including attorneys’ fees and expenses for Lender’s staff attorneys and outside counsel), fees of Lender’s architect and/or engineer, and fees related to the Environmental Site Assessment; (q) Lender shall have determined that, after giving effect to the proposed Substitution (excluding the Exiting Property, but including the Substitute Property), the Loan to Value Ratio for the Security Pool shall not exceed fifty-five percent (55%), and Lender shall have determined that, after giving effect to the proposed Substitution (excluding the Exiting Property, but including the Substitute Property), the Debt Service Coverage Ratio for the Security Pool shall be at least 1.75; (r) Lender shall have determined that, following the Substitution, the aggregate amount of the Individual Loans with respect to all Individual Properties that portion comprised part of the Property which is encumbered by on the Mortgage at Closing Date and that would remain as part of the time Security Pool, shall be greater than fifty-five percent (55%) of Borrower’s requestthe total original principal amount of the Loans; and (bs) a combined Loan-to-Value Ratio equal Lender’s decision to accept or lesser than the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion of the reject any proposed Substitute Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but and absolute discretion; it being understood that, without limiting the foregoing, under no circumstances shall be the Substitute Property qualify for a Substitution unless the value of the Substitute Property is, in Lender’s sole judgment, equal to or greater than one hundred percent (100%) of the value of the Exiting Property, as determined by Lender, and is at least equal to the Exiting Property in each of the following respects: (a) stability of cash flow, taking into consideration weighted average lease maturities; (b) tenant credit and quality and diversification; (c) building quality and diversification; and (d) location quality and diversification. Borrowers acknowledge that Lender may reject a property proposed as a Substitute Property for any reason or without giving a reason, and Borrowers assume such risk notwithstanding that it may spend substantial resources preparing the reports and other information required by Lender with respect to the Substitute Property; (t) Lender determines in its sole discretion that the Substitution would not result in a violation of the ERISA provisions contained in Lender’s then current guidelines and requirements, and Borrowers deliver such certifications and other documents as Lender may request in connection therewith; (u) Lender is satisfied, and Borrowers shall deliver such assurances as may be reasonably requested by Lender (including a reaffirmation certification or other agreement) that any guaranty, indemnity or similar instrument delivered to Lender in good faith based on connection with the factors Loans remains in full force and criteria upon which Lendereffect, notwithstanding and taking into consideration the Substitution; and (v) The Substitute Property shall have the same unpaid principal balance allocated to such Substitute Property as the then existing unpaid principal balance allocated to the Exiting Property at the time of Borrower’s request, bases its determination the closing of whether or not the Substitution. Lender shall have at least sixty (60) days in which to make loans similar process any request to effect a Substitution after receipt of (1) all materials and information necessary to evaluate such request and (2) the Substitution Administrative Fee. Notwithstanding anything to the Loan contrary in Section 3 above and/or this Section 4, Borrowers shall only have the right to a combined cumulative total (during the entire term of the Loans) of eight (8) Releases and secured by industrial property in Southern California (except Substitutions; provided, however, that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors consider in good faith any request for its consent to a Release or Substitution that would cause the combined cumulative total of Releases and criteriaSubstitutions during the term of the Loans to exceed eight (8) Releases and Substitutions, then the acceptance of such substitute collateral such which consent may be given or withheld for any reason or given conditionally, in Lender’s sole discretion. This Section 4 shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable personal to the making of original Borrowers under the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the LoanLoans, and the requirements set forth hereinno transferee shall have any rights under this Section 4.

Substitution of Collateral. Borrower Notwithstanding the provisions of this Agreement or any of the Loan Documents to the contrary, Borrowers may from time-to-time submit a written request (“Substitution Request”), upon at least ninety (90) days prior notice, that Lender accept permit a substitution (each a “Substitution”) of a substitute real property collateral (each a “Substitute Property”) (which previously has not been the subject of inclusion in place of all or a portion of the Collateral for the Loan) for any individual Property then encumbered by serving as Collateral for the Mortgage. Any proposed substitute property collateral must, Loan (in such capacity a “Replaced Property”) upon and subject to the aggregate, result in the new real property collateral following terms and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingconditions: (a) Borrowers must submit a combined Debt Service Coverage Ratio Substitution Request, identifying the proposed Substitute Property and the proposed Replaced Property at least ninety (90) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitution and the proposed Substitute Property pursuant to its then customary underwriting and pricing criteria. In its underwriting and pricing analysis, Lender may review items such as, but not limited to, location, occupancy, lease term, rollover, tenant exposure, average Rental Unit rates and operating statements. (b) The owner of the Substitute Property must be a single purpose entity owned and controlled in such manner that inclusion of such owner as a Borrower would not result in a Change of Control and such owner must execute a joinder agreement in the form of Exhibit A to join this Agreement as a Borrower. No properties will be permitted other than multi-family student oriented rental housing properties. The Substitute Property must be located in the continental United States. (c) Lender in its sole discretion shall acknowledge within ten (10) business days of the Lender’s receipt of the Substitution Request whether the proposed Substitute Property appears to be acceptable to permit the Substitution. If Lender approves the Substitution Request, the Substitution will be subject to the other conditions outlined in this Section 3.06. (d) Borrowers shall pay a loan fee to Lender equal to one-half of one percent (0.5%) of an amount equal to eighty percent (80%) of the appraised fair market “As Is” value of the Substitute Property at closing of each approved Substitution; provided, however, that such fee shall be $50,000 with respect to each of the first three (3) Substitutions. A “Substitution Deposit” of $25,000.00 shall be required with submission of a Substitution Request, which deposit shall be applied to the loan fee at closing of the Substitution. The deposit and loan fee contemplated by this subsection are in addition to attorneys’ fees and expenses incurred in the documentation of such Substitution and in the review of due diligence. (e) All improvements on the Substitute Property shall have been completed in a good and workmanlike manner and in compliance, in all material respects, with all applicable governmental requirements. The Substitute Property must be lien free (except for easements and other matters of record acceptable to Lender) and all land, improvements and personal property must be paid for in full. (f) The appraised fair market “As Is” value of the Substitute Property shall be equal to or greater than the higher greater of (i) 1.35 to 1.00 or (iix) the Debt Service Coverage Ratio of that portion then appraised fair market value, or gross sales proceeds, as the case may be, of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and Replaced Property, and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (iiy) the Loan-to-Value Ratio of that portion original appraised value of the Replaced Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the appraisal delivered to Lender in connection with the closing checklist and of the loan on the Replaced Property; provided, however, that, Borrowers may prepay the Loan by the amount of any shortfall in Schedule C the appraised fair market “As Is” value of the Substitute Property with respect to the term sheet foregoing requirement. (g) Borrowers must demonstrate to Lender’s satisfaction that, after giving effect to such Substitution (and any proposed prepayment of the Loan to be made in conjunction therewith, if applicable), the Borrowers will be in compliance with the financial covenants set forth in Article VII. (h) Lender’s outside counsel shall prepare and Borrowers shall execute (1) amendments to the Note, the Mortgage, the Assignments of Rents and Leases, the Environmental Indemnification Agreement, and this Agreement to the extent deemed necessary or appropriate by Lender, and (2) all Loan Documents Lender shall deem necessary or appropriate, including, but not limited to, any new security instrument, assignment of rents and leases, environmental indemnities, etc. relating to the Substitute Property (all of which documentation shall be substantially in the form of the applicable documents executed in connection with the closing of the Loan with such changes thereto as Lender reasonably deems appropriate to reflect the terms and circumstances of the Substitution and Substitute Property) (collectively, the “Substitute Loan Documents”). The Substitution Loan Documents shall be cross-defaulted and cross-collateralized with the existing Loan Documents for the Loan. (i) Borrowers shall be required to supply for Lender’s review and approval due diligence materials relating to the Substitute Property prior to closing of the Substitution similar to those items required for closing of this Loan, and such other materials as may then be customarily required as part of its then current commercial loan closing policies, procedures, standards and practices for properties of similar type and in similar locations as the Substitute Property, including, without limitation, a current as-built ALTA survey, proof of adequate insurance, title insurance in conformance with the requirements for the closing of this Loan, proof of compliance with governmental regulations, tenant estoppel certificates, subordination, non-disturbance and attornment agreements, franchise agreements and comfort letters. The Lender shall, at the Borrowers’ sole cost and expense, receive for its review and approval all additional due diligence materials in any way relating to the Substitute Property, including but not limited to, appraisal, hazardous substance report, seismic report and engineer report as required by Lender in its reasonable discretion. The items listed in this subsection are not exhaustive. (j) The Substitute Loan Documents, financing statements, and other instruments required to perfect the liens in the Substitute Property and all collateral under such documents shall be recorded, registered and filed (as applicable) in such manner as may be required by law to create a valid, perfected lien and security interest with respect to the Substitute Property and the personal property related thereto. The liens created by the Substitute Loan Documents shall be first liens and security interests on the Substitute Property and the personal property related thereto, subject only to such exceptions as Lender shall approve in its reasonable discretion. At closing of the Substitution, Borrowers shall have good and marketable title to the Substitute Property and good and valid title to any personal property located thereon or used in connection therewith, in each case satisfactory to the Lender. The title policies to the remaining parcels of Property in the Loan must also be endorsed to bring forward the effective dates thereof through the dates and times of recording of the modification instruments and showing no new exceptions since the original Loan closing unless approved by Lender in writing and continuing all coverage provided in the original Loan title policy. (k) Lender shall receive (1) a confirmation and reaffirmation of all Loan Documents by the Borrowers for the remaining Property, (2) a consent to such Substitution by the Guarantors, and (3) such other instruments and agreements and such certificates and opinions of counsel, in form and substance satisfactory to the Lender in connection with such Substitution as it may reasonably request. (1) Borrowers shall be responsible for all documentary stamp and intangible taxes on the Substitution and the Mortgage encumbering the Substitute Property and all other parcels of Property in the Loan that shall arise in connection with such Substitution. Lender shall require payment of all such documentary stamp and intangibles taxes required by law and authorities having jurisdiction as a condition of closing the Substitution and the corresponding loan modifications to the Loan, regardless of whether the taxing authority imposes taxes duplicative of those incurred at the original closing of the Loan. (m) No Event of Default shall have occurred and be continuing hereunder or under any other Loan Documents for the Loan on the date of Substitution Request or at closing of the Substitution. (n) Lender shall be satisfied that no material adverse change in the financial condition, operations or prospects of any Borrower Party has occurred since the closing of the Loan. (o) Borrowers shall pay all reasonable out-of-pocket costs and expenses incurred in connection with any such Substitution .and the reasonable out-of-pocket fees and expenses incurred by Lender, its outside counsel and its loan correspondent and servicer in connection therewith. Without limiting the generality of the foregoing, Borrowers shall, in connection with, and as a condition to, each Substitution, pay the reasonable fees and expenses of Lender’s counsel, the reasonable fees and expenses of Lender’s engineers, appraisers, construction consultants, insurance consultants and other due diligence consultants and contractors, recording charges, title insurance charges, and documentary stamp and/or mortgage or similar taxes, transfer taxes. Nothing contained herein shall be deemed to require from the Borrowers in conjunction with a Substitution Request hereunder a principal prepayment in excess of that amount necessary to cause the Borrowers to be in compliance with the financial covenants set forth hereinin Article VII hereof after giving effect to the Substitution.

Substitution of Collateral. Borrower may from time-to-time shall have the right, but not the obligation, to request that Lender accept substitute real property collateral release its lien on the Property in place of exchange for a lien on the Substitute Collateral (the “Proposed Substitution”). In the event that Borrower requests the Proposed Substitution, Borrower shall promptly provide Lender with all or a portion information that Lender in its good faith discretion deems relevant to analyzing the Proposed Substitution. Lender agrees to reasonably consider Borrower’s request and to make reasonable efforts to modify the Loan to reflect that the Substitute Collateral (and not the Property) is part of the Property then encumbered Collateral or, at Lender’s option, to make a new Loan secured by the Mortgage. Any proposed substitute property collateral mustSubstitute Collateral on the same material economic terms (other than amount of Loan) as the Loan; provided, in the aggregatehowever, result in the new real property collateral and that portion it shall be considered reasonable for Lender to review any modification of the Property which will remain encumbered by the Mortgage following the collateral substitution having: (a) a combined Debt Service Coverage Ratio equal to Loan or greater than the higher of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrowernew Loan based upon Lender’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%)then current underwriting criteria for similar loans and collateral, or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable toincluding, and engaged directly bywithout limitation, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted ’s requirements regarding current and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and projected loan-to-value ratio underwriting criteriavalue-ratios and the financial condition of Borrower and the Borrower Affiliates. Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the foregoing analysis and Lender’s approval/disapproval thereof, including, without limitation, reasonable consultants’ fees, appraisal costs, title fees and reasonable attorneys’ fees and costs. Borrower acknowledges and agrees that its right to request the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above Proposed Substitution does not constitute a commitment on the part of Lender to agree to the Proposed Substitution; (ii) no modification of the Loan or new financing shall control over any current underwriting standards then in placebe deemed extended without issuance by Lender of a commitment letter executed by Lender (the “New Financing Commitment Letter”), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance modification of the Loan or extension of such substitute collateral such financing by Lender shall be subject to satisfaction of all terms and conditions of the underwriting and due diligence requirements and loan documentation as were applicable New Financing Commitment Letter, including, without limitation, with respect to the making execution of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinnew modification documents or loan documents.

Substitution of Collateral. Borrower may from time-to-time request Trustor shall be entitled to substitute a property (being defined as releasing a property that Lender accept substitute real then constitutes security for the Loan (the "Released Property")) and substituting another property collateral owned in fee by Trustor (the "Substitute Property") in its place of all or a portion of on the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, in the aggregate, result in the new real property collateral following terms and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingconditions: (a) A substitution may not take place more than two (2) times during the term of the Loan and the Related Loans; (b) No more than two (2) properties (in the aggregate) may be released under this Section 6.16 and Section 6.16 of each Related Mortgage, and no more than a combined total of two (2) of the Mortgaged Properties may be released under (i) Section 6.15 above and Section 6.15 of each Related Mortgage, and (ii) this Section 6.16 and Section 6.16 of each Related Mortgage; (c) After the proposed substitution, the Debt Service Coverage Ratio - Remaining Properties for the twelve (12) months prior to the substitution and projected twelve (12) months following the substitution must be at least equal to or greater than the higher greater of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%)1.75, or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the current Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met- Mortgaged Properties calculated for the twelve (12) month period prior to the substitution; (d) After the proposed substitution, Borrower may satisfy such requirements by making a voluntary paydown the loan to value ratio of the Loan, subject remaining Related Loans must be less than or equal to the satisfaction lesser of any conditions (i) 50%, or (ii) the current loan to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount value ratio of the Loan. The acceptance of such substitute collateral shall be existing Loan and Related Loans calculated immediately prior to the substitution based upon appraisals furnished to Lender in Lender’s sole discretion but shall be determined form and substance reasonably satisfactory to Lender and prepared by an MAI appraiser approved by Lender in good faith based on at Borrower's cost; (e) The net operating income and/or RevPas (as reported by Smitx Xxxvel) of the factors and criteria upon which Lender, at Substitute Property must not show a downward trend for any of the time of Borrower’s request, bases its determination of whether or not to make loans similar three (3) years prior to the Loan substitution; (f) The appraised value (based upon appraisals furnished to Lender in form and secured substance reasonably satisfactory to Lender and prepared by industrial property in Southern California (except that in an MAI appraiser approved by Lender at Borrower's cost), the case of net operating income and current debt service coverage ratio of the Substitute Property must be 120% greater than the appraised value, net operating income and loan-to-the debt service coverage ratio of the Released Property; (g) Lender may at its sole discretion reject any property substitution that in Lender's sole determination would not be in compliance with the terms and provisions of the Loan Application, would be detrimental to the overall quality and/or value ratio underwriting criteriaof the Mortgaged Properties, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current or would not be in compliance with Lender's then existing underwriting standards then in place)and criteria; (h) The Substitute Property must be franchised as an "Embassy Suites", or other franchise reasonably acceptable to Lender, and if Lender agrees managed by the manager under the Management Agreement or another a nationally recognized hotel management company with a franchise and hotel agreement similar to accept the Management Agreement and License Agreement or otherwise reasonably acceptable to Lender; (i) Borrower must pay (i) all of Lender's costs (all of which must be paid, whether or not such substitution is actually approved or completed) associated with the substitution including but not limited to legal fees, appraised fees, market studies and expenses, title insurance premiums on the new property, engineering fees and expenses, recording fees and transfer taxes, and (ii) a fee of 1% of the original Allocated Loan Amount for the Released Property; (j) The Loan and any Related Loan shall not be in Default at the time such request for substitution is made through the completion of the substitution; (k) The original Borrower named in the Loan Documents and Related Loan Documents continues to be the owner of the Remaining Mortgaged Properties; and (l) In order to substitute one property for another as security for the Loan or any Related Loan, Borrower acknowledges that such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such property shall be subject to all of the Lender's underwriting and due diligence requirements and loan documentation as were applicable criteria, including, without limitation, environmental assessment, review of leases, receipt of tenant subordination letters, title policy endorsements, etc. Borrower agrees that the Substitute Property shall be subject to all the making terms and conditions of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinLoan Application.

Substitution of Collateral. Borrower may from time-to-At any time request that Lender accept substitute real property collateral in place of all or a portion after the Release Date but prior to the Optional Prepayment Date, upon satisfaction of the Property then encumbered by the Mortgage. Any proposed substitute property collateral mustfollowing conditions, Lender shall, in the aggregate, result in the new real property collateral and that portion case of any of the Property which will remain encumbered by Parcels permit Borrower to substitute a different property (a "Replacement Parcel") for an original Parcel (the Mortgage "Replaced Parcel"), and following such substitution, Lender shall release the collateral substitution having: (a) a combined Debt Service Coverage Ratio equal to or greater than Mortgages and any other Loan Documents from the higher of Replaced Parcel: (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion sum of the Property Allocated Loan Amount for the proposed Replaced Parcel and the Allocated Loan Amounts for all other Replaced Parcels which is encumbered by the Mortgage at the time of Borrower’s request; and have previously been substituted for shall not exceed Fifty Percent (b50%) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance ; (ii) no Event of Default shall have occurred and be continuing with respect to the Loan; (iii) the Borrower amends the Note and the other Loan Documents and executes such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which other documentation as Lender, at the time Servicer, or a Rating Agency may require to evidence the addition of Borrower’s request, bases its determination of whether or not to make loans similar to the Replacement Parcel as collateral for the Loan and secured by industrial to confirm the enforceability of the Loan Documents; (iv) Lender receives a Qualified Survey for the Replacement Parcel; (v) Lender approves the status of title to the Replacement Parcel and obtains a Qualified Title Insurance Policy for the Replacement Parcel; (vi) Lender receives such environmental, engineering, soil, and other property condition reports regarding the Replacement Parcel as Lender may require, all of which reports must be satisfactory to Lender; (vii) Lender shall have received appraisals prepared in Southern California accordance with FIRREA which are satisfactory to Lender and which demonstrate that the fair market value of the Replacement Parcel equals or exceeds the fair market value of the Replaced Parcel; (except that viii) if the Replacement Parcel is a previously developed property, for the twelve month period prior to the transfer, the Net Operating Income for the Replacement Parcel shall have equaled or exceeded the Net Operating Income for the Replaced Parcel; (vi) if the Replacement Parcel is a newly developed property, the projected annualized Net Operating Income for the Replacement Parcel shall have equaled or exceeded the Net Operating Income for the Replaced Parcel for the twelve month period prior to the transfer; (ix) on a pro forma basis, for the twelve month period after the transfer, the Net Operating Income for the Replacement Parcel is projected to equal or exceed the Net Operating Income for the Replaced Parcel; (x) the Borrower confirms all warranties and representations contained in the case Loan Documents with respect to the Property assuming the inclusion of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over Replacement Property; (xi) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any current underwriting standards then in place)Rating Agency may require, and if such due diligence items are satisfactory to Lender agrees to accept and the Rating Agencies; and (xii) each Rating Agency confirms in writing that any rating issued by such substitute collateral based on such factors and criteriaRating Agency in connection with a Securitization will not be downgraded, then the acceptance of such substitute collateral such shall be subject to all qualified, or withdrawn as a result of the underwriting and due diligence requirements and loan documentation as were applicable to the making substitution of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinReplacement Parcel.

Substitution of Collateral. Notwithstanding the provisions of this Agreement or any of the Loan Documents to the contrary, Borrower may from time-to-time submit a written request (“SUBSTITUTION REQUEST”), upon at least ninety (90) days prior notice, that Lender accept substitute real property collateral in place permit a substitution (each a “SUBSTITUTION”) of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, (each a “SUBSTITUTE PROPERTY”) (which previously has not been the subject of inclusion in the aggregate, result collateral for the Loan) for any individual Property on the list in the new real property collateral chart in SUBPARAGRAPH 3.07(i) herein (in such capacity a “REPLACED PROPERTY”) upon and that portion of subject to the Property which will remain encumbered by the Mortgage following the collateral substitution havingterms and conditions: (a) Borrower must submit a combined Debt Service Coverage Ratio Substitution Request, identifying the proposed Substitute Property and the proposed Replaced Property at least ninety (90) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitution and the proposed Substitute Property pursuant to its then customary underwriting and pricing criteria. The amount of the “PRINCIPAL ALLOCATION” Lender would determine to allocate to the Substitute Property must be at least equal to the amount of the then remaining Principal Allocation for the proposed Replaced Property, and the loan-to-value ratio for the Lender’s proposed Principal Allocation for the Substitute Property, based upon a current MAI appraisal in accordance with SUBPARAGRAPH (h) below, must be at least equal to the then current loan-to-value ratio for the proposed Replaced Property. In its underwriting and pricing analysis, Lender may review items such as, but not limited to, location, occupancy, lease term, rollover, tenant exposure, tenant’s credit, average daily room rates and operating statements. (b) The owner of the Substitute Property must be the Borrower (such that the Substitute Property is owned 100% by the same entity as owns all the collateral constituting the Property). No properties will be permitted other than limited service or full service hotels or motels operating under a hotel or motel franchise acceptable to Lender. The Substitute Property must be located in the continental United States. (c) Lender in its sole discretion shall acknowledge within ten (10) business days of the Lender’s receipt of the Substitution Request whether the proposed Substitute Property appears to be acceptable to permit the Substitution. If in the Lender’s sole discretion it is determined that the proposed Substitute Property is equal to or greater in value and quality than the Property, then Lender, through its loan correspondent, GMAC Commercial Mortgage, will process the Borrower’s formal request for Substitution. The proposal will be reviewed by and presented to Lender’s and ING Investment Management LLC’s investment review committees pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures. If the investment review committee approves the formal request for Substitution, the Substitution will be subject to the other conditions outlined in this SECTION 3.08. (d) No more than one (1) Substitution Request shall be considered in any calendar year for the entire Loan. (e) Borrower shall not be permitted to request and close more than a total of three (3) Substitutions during the Loan term. (f) Borrower shall pay a processing fee to Lender equal to $25,000 at closing of each approved Substitution. A “SUBSTITUTION DEPOSIT” of $5,000 shall be required with submission of a Substitution Request, which deposit shall be applied to the processing fee at closing of the Substitution. The deposit and processing fee contemplated by this subsection are in addition to attorneys’ fees and expenses incurred in the documentation of such Substitution and in the review of due diligence. (g) All improvements on the Substitute Property shall have been completed in a good and workmanlike manner and in compliance, in all material respects, with all applicable governmental requirements. The Substitute Property must be lien free and all land, improvements and personal property must be paid for in full. (h) The appraised fair market “As Is” value of the Substitute Property shall be equal to or greater than the higher greater of (i) 1.35 to 1.00 or (iix) the Debt Service Coverage Ratio of that portion then appraised fair market value, or gross sales proceeds, as the case may be, of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and Replaced Property, and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (iiy) the Loan-to-Value Ratio of that portion original appraised value of the Replaced Property which is encumbered by as set forth in the Mortgage at appraisal delivered to Lender in connection with the time closing of Borrower’s requestthe loan on the Replaced Property. The applicable Debt Service Coverage Ratios fair market “As Is” value of the Replaced Property and Loan-to-Value Ratios specified above in this Section 2.7 Substitute Property shall be determined by an appraisal or appraisals prepared a firm of appraisers selected by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted GMAC Commercial Mortgage and approved by the Lender, based on an MAI appraisal satisfactory to Lender, dated not more than ninety (90) days prior to the closing of the Substitution. All costs of such appraisals shall be paid by the Borrower on or prior to the closing of the Substitution. Lender shall have the right to readjust the Principal Allocations and Allocation Percentages for all properties constituting the Property (or such number remaining if the Release Privilege previously has been exercised). (i) The actual net operating income relating to the Substitute Property (based upon the trailing twelve (12) month financial results or such shorter period, as Lender deems appropriate, for a Substitute Property opened for less than one year) shall equal or exceed the actual net operating income relating (based upon the trailing twelve (12) month financial results or such shorter period, as Lender reasonably deems appropriate, for any Substitute Property opened for less than one year) to the Replaced Property. (j) Lender’s outside counsel shall prepare and Borrower shall execute (1) amendments to the Note, the Mortgage, the Assignments of Rents and Leases, the Environmental Indemnification Agreement, this Agreement and tax and insurance escrows, and (2) all Loan Documents Lender shall deem appropriate, including, but not limited to, any new security instrument, assignment of rents and leases, environmental indemnities, etc. relating to the Substitute Property (all of which documentation shall be substantially in the form of the applicable documents executed in connection with the Loan with such changes thereto as Lender reasonably deems appropriate to reflect the terms and circumstances of the Substitution and Substitute Property) (collectively, the “SUBSTITUTE LOAN DOCUMENTS”). The Substitution Loan Documents shall be cross-defaulted and cross-collateralized with the existing Loan Documents for the Loan. (k) Borrower shall be required to supply for Lender’s review and approval due diligence materials relating to the Substitute Property prior to closing of the Substitution including those items required for closing of this Loan, and such other materials as may then be customarily required as part of its then current commercial loan closing policies, procedures, standards and practices for properties of similar type and in similar locations as the Substitute Property, including, without limitation, a current as-built ALTA survey, proof of adequate insurance, title insurance in conformance with the requirements for the closing of this Loan, proof of compliance with governmental regulations, tenant estoppel certificates, subordination, non-disturbance and attornment agreements, franchise agreements and comfort letters. The Lender shall, at the Borrowers’ sole cost and expense, receive for its review and approval all additional due diligence materials in any way relating to the Substitute Property, including but not limited to, appraisal, hazardous substance report, seismic report and engineer report as required by Lender in its sole discretion. The items listed in this subsection are not exhaustive. (l) The Substitute Loan Documents, financing statements, and other instruments required to perfect the liens in the Substitute Property and all collateral under such documents shall be recorded, registered and filed (as applicable) in such manner as may be required by law to create a valid, perfected lien and security interest with respect to the Substitute Property and the personal property related thereto. The liens created by the Substitute Loan Documents shall be first liens and security interests on the Substitute Property and the personal property related thereto, subject only to such exceptions as Lender shall approve in its sole discretion. At closing of the Substitution, the Borrower shall have good and marketable title to the Substitute Property and good and valid title to any personal property located thereon or used in connection therewith, in each case satisfactory to the Lender. If any The title policies to the remaining parcels of Property in the Loan must also be endorsed to bring forward the effective dates thereof through the dates and times of recording of the Debt Service Coverage Ratio modification instruments and showing no new exceptions since the original Loan closing unless approved by Lender in writing and continuing all coverage provided in the original Loan title policies. (m) Lender shall receive (1) a confirmation and reaffirmation of all Loan Documents by the Borrower for the other properties in the Loan, (2) a consent to such Substitution by any guarantors or indemnitors, if any, and (3) such other instruments and agreements and such certificates and opinions of counsel, in form and substance satisfactory to the Lender in connection with such Substitution as it may reasonably request. (n) Borrower shall be responsible for all documentary stamp and intangible taxes on the Substitution and the Mortgage encumbering the Substitute Property and all other parcels of Property in the Loan that shall arise in connection with such Substitution. Lender shall require payment of all such documentary stamp and intangibles taxes required by law and authorities having jurisdiction as a condition of closing the Substitution and the corresponding loan modifications to the Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown regardless of whether the taxing authority imposes taxes duplicative of those incurred at the original closing of the Loan. (o) No Event of Default shall have occurred and be continuing hereunder or under any other Loan Documents for the Loan on the date of Substitution Request or at closing of the Substitution. (p) Lender shall be satisfied that no material adverse change in the financial condition, subject to the satisfaction operations or prospects of any conditions to prepaymentguarantor, including Borrower (or controlling member of Borrower or general partner or limited partner of Borrower, as applicable) has occurred after closing of this Loan. (q) The Borrower shall pay all reasonable out-of-pocket costs and expenses incurred in connection with any such Substitution and the payment of any prepayment fee or premiumreasonable out-of-pocket fees and expenses incurred by Lender, together with a mutually agreed-upon reduction its outside counsel and its loan correspondent and servicer in connection therewith. Without limiting the committed amount generality of the Loan. The acceptance foregoing, the Borrower shall, in connection with, and as a condition to, each Substitution, pay the reasonable fees and expenses of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteriacounsel, the Debt Service Coverage Ratio reasonable fees and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place)expenses of Lender’s engineers, appraisers, construction consultants, insurance consultants and other due diligence consultants and contractors, recording charges, title insurance charges, and if Lender agrees to accept such substitute collateral based on such factors and criteriadocumentary stamp and/or mortgage or similar taxes, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereintransfer taxes.

Substitution of Collateral. Borrower may from time-to-time request that Lender accept substitute real property collateral in place of all or a portion After the first day of the twenty-fifth (25th) month following the First Disbursement Closing Date, not more than twice in a calendar year, and not more than an aggregate of five (5) times during the term of the Loan (total for both this Loan and for substitutions under the Pool A Loan). Borrower shall have the right to xxxxx x Xxxx in favor of Lender (and add an "Individual Property" under the Loan Documents) encumbering certain of Borrower's properties (other than a then existing Individual Property) (the "Substitution Property") and obtain a release of an Individual Property (the "Substituted Property," and collectively, along with the Substitution Property, the "Substitution Properties") from the Lien of the Mortgage thereon and from Borrower's obligations under the Loan Documents (other than those expressly stated to survive) with respect to such Substituted Property (collectively, a "Substitution"), subject to satisfaction of the following to the sole satisfaction of Lender: (a) each Substitution shall consist of not more than five (5) then encumbered by the Mortgage. Any proposed substitute property collateral mustexisting Individual Properties, and all Substitutions, in the aggregate, result in shall consist of not more than fifteen (15) Individual Properties (including substituted properties under the new real property collateral and that portion Pool A Loan); (b) Lender shall receive at least ninety (90) days prior written notice of the Property proposed Substitution, which notice will remain encumbered by contain sufficient documentation to enable Lender to determine whether the Mortgage following the collateral substitution having:conditions set forth herein have been satisfied; (ac) a combined there shall be no Event of Default as of either the date of notice of the proposed Substitution or the date of the Substitution; (d) the then current appraised value of the Substitution Property must equal or exceed the then current appraised value of the Substituted Property, the Substitution Property shall be at least 93% fully leased and occupied with tenants in possession and paying rent under Leases reasonably acceptable to Lender, and the Substitution Property shall be similar or better, with respect to product type, age, building construction design and quality, and tenant quality, as compared to the Substituted Property; (e) the resulting annualized Debt Service Coverage Ratio calculated only with respect to the Substitution Property (for the 12-month period commencing on the date of the proposed Substitution) shall be equal to or greater than the higher of (i) 1.35 to 1.00 or (ii) the annualized Debt Service Coverage Ratio of that portion calculated only with respect to the Substituted Property (for the 12-month period commencing on the date of the proposed Substitution); (f) Borrower will comply with each and every provision set forth in Schedule III attached hereto to the sole satisfaction of Lender, and each Substitution Property which is encumbered by shall satisfy Lender's then existing underwriting criteria pertaining to, without limitation, leasing, tenant-credit, tenant-quality, tenant-identification, insurance coverage, and lease-expiration; (g) Borrower shall have delivered to Lender Title Insurance Policies satisfactory to Lender for the Substitution Property and endorsements to the Title Insurance Policies for all Properties satisfactory to Lender that (i) add the Substitution Property thereunder; (ii) extend the effective date of such policies to the effective date of the Substitution; (iii) confirm that there shall be no change in the priority of the Lien of the Mortgages (including a first Lien of the Mortgage at for the time Substitution Property); (iv) confirm that the title insurers issuing the Title Insurance Policies consent to the Substitution; (v) waive any defense that such title insurers may have as a result of the Substitution; and (vi) to the extent of the then current appraised value of the Substituted Property, waive any right of subrogation; (h) Borrower shall pay for all of Lender's costs, including, but not limited to, third party reports, reasonable attorneys' fees, title, survey, engineering and environmental costs and charges, fees related to appraisers, engineers, architects and consultants, recording costs and costs of endorsements and/or premiums for Title Insurance Policies required by Lender, in connection with any such Substitution; (i) Neither the Laws of the State where the Substitution Property is located nor the ownership structure of the Substitution Property shall, in Lender's sole opinion, increase the risks associated with Lender's ability to enforce its rights and remedies under the Mortgages related to any or all anti-deficiency statutes or single-action legislation; (j) Borrower shall pay Lender a fee of $20,000.00 per each separate property as may be part of a Substitution Property (which shall be payable per, and along with, each request for a Substitution), but which shall not exceed $50,000.00 per Substitution; (k) Borrower shall execute, acknowledge and deliver all documents and agreements reasonably required by Lender to evidence any Substitution and to otherwise acknowledge and confirm Borrower’s request's obligations under the Loan Documents and all documents and agreements executed and delivered in connection with Loan, including CDC's obligations under the Environmental Indemnity Agreement for the Substitution Properties, the limitation of liability provisions of Article XV of the Mortgage for the Substituted Property, and any contribution agreement executed and delivered in connection with the Loan; and (bl) If the owner of the Substitution Property is a combined Loanpermitted wholly-owned subsidiary of CDC, CDC shall deliver to Lender (A) an instrument, satisfactory to Lender, from CDC guaranteeing the Environmental Indemnity Agreement for the Substitution Property, (B) an instrument, satisfactory to Lender, from CDC guaranteeing the limitation of liability provisions of Article XV of the Mortgage for the Substitution Property, and (C) all documents and agreements reasonably required by Lender to-Value Ratio equal , among other things, evidence CDC's guarantee of all obligations with respect to or lesser than the lower of (i) sixty-five percent (65%), or (ii) Substitution and to include the proposed transferee within any contribution agreement executed and delivered in connection with the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 . (m) Borrower shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be have delivered to Lender evidence satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lenderthat, at the time of Borrower’s requestthe Substitution, bases its determination that (A) the lien of whether or not to make loans similar the Subordinate Loan is released from the Substituted Property, and (B) Borrower has granted to the Loan and secured by industrial property in Southern California Subordinate Lender (except that as defined in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, Mortgages) a lien encumbering the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinSubstitution Property.

Substitution of Collateral. Borrower Mortgagor may from time-to-time submit a written request ("SUBSTITUTION REQUEST"), upon at least ninety (90) days prior notice, that Lender accept substitute real property collateral in place Mortgagee permit a substitution (each a "SUBSTITUTION") of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, (which previously has not been the subject of inclusion in the aggregate, result collateral for the Loan) (each a "SUBSTITUTE PROPERTY") for any individual Parcel (in such capacity a "Replaced Property") upon and subject to the new real property collateral following terms and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingconditions: (a) The Mortgagor shall submit a combined Debt Service Coverage Ratio written request for Substitution, identifying the proposed Substitute Property and the proposed Replaced Property at least ninety (90) days prior to the proposed closing date for the Substitution. Mortgagee shall evaluate the request for the proposed Substitution and Substitute Property pursuant to its then customary underwriting and pricing criteria. The amount of the "Principal Allocation" Mortgagee would determine to allocate to the Substitute Property must be at least equal to the amount of the then remaining Principal Allocation for the proposed Replaced Property, and the loan-to-value ("LTV") ratio for the Mortgagee's proposed Principal Allocation for the Substitute Property, based upon a current MAI appraisal in accordance with subsection (h) below, must be at least equal to the then current LTV [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 ratio for the proposed Replaced Property. In its underwriting and pricing analysis, Mortgagee may review items such as, but not limited to, location, occupancy, lease term, rollover, tenant exposure, tenant's credit. (b) The owner of the Substitute Property must be the Mortgagor (such that the Substitute Property is owned one hundred percent (100%) by the same entity as owns all the collateral constituting the Premises. The Substitute Property must be located in the continental United States. (c) Mortgagee in its sole discretion shall acknowledge within ten (10) business days of the Mortgagee's receipt of the Substitution Request whether the proposed Substitution Property appears to be acceptable to permit the Substitution. If in the Mortgagee's sole discretion it is determined that the proposed Substitution Property is equal to or greater in value and quality than the Replaced Property, then Mortgagee, through its loan correspondent, Mid-North Financial Services, will process Mortgagor's formal request for Substitution. The proposal will be reviewed by and presented to Mortgagee's investment review committee pursuant to its then current commercial mortgage loan policies, practices, standards and procedures. If the investment review committee approves the formal request for Substitution, the Substitution will be subject to the other conditions outlined herein. (d) No more than two (2) Substitution Requests shall be considered in any calendar year for the entire Loan. (e) Mortgagor shall not be permitted to request and close more than a total of three (3) Substitutions during the Loan term. (f) Mortgagor shall pay a processing fee to Mortgagee equal to $25,000 at closing of each approved Substitution. A "Substitution Deposit" of $5,000 shall be required with submission of a Substitution Request, which deposit shall be applied to the processing fee at closing of the Substitution. The deposit and processing fee contemplated by this subsection are in addition to reasonable attorneys' fees and expenses incurred in the documentation of such Substitution and in the review of due diligence. (g) All improvements on the Substitute Property shall have been completed in a good and workmanlike manner and in compliance, in all material respects, with all applicable governmental requirements. The Substitute Property must be lien free and all land, improvements and personal property must be paid for in full. (h) The appraised fair market "As Is" value of the Substitute Property shall be equal to or greater than the higher greater of (i) 1.35 to 1.00 or (iix) the Debt Service Coverage Ratio of that portion then appraised fair market value, or gross sales proceeds, as the case may be, of the Replaced Property which is encumbered by the Mortgage at the time of Borrower’s request; and and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (iiy) the Loan-to-Value Ratio of that portion original appraised value of the Replaced Property which is encumbered by as set forth in the Mortgage at appraisal delivered to Mortgagee in connection with the time closing of Borrower’s requestthis Loan. The applicable Debt Service Coverage Ratios fair market "As Is" value of the Replaced Property and Loan-to-Value Ratios specified above in this Section 2.7 Substitute Property shall be determined by an appraisal or appraisals prepared a firm of appraisers selected by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted Mortgagor and approved by Lenderthe Mortgagee, based on an MAI appraisal satisfactory to Mortgagee, dated not more than ninety (90) days prior [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. If any 27449 to the closing of the Debt Service Coverage Ratio Substitution. All costs of such appraisals shall be paid by the Mortgagors on or prior to the closing of the Substitution. Mortgagee shall have the right to readjust the Principal Allocations and Allocation Percentages for all five (5) Parcels (or such number remaining if the Release Privilege previously has been exercised). The Release Factor (i.e., 115%) set forth in Section 43 subsection (ii) above shall remain the same upon closing of the Substitution. (i) The actual net operating income relating to the Substitute Property (based upon the trailing twelve (12) month financial results or such shorter period, as Mortgagee deems appropriate, for a Substitute Property opened for less than one year) shall equal or exceed the actual net operating income relating (based upon the trailing twelve (12) month financial results or such shorter period, as Mortgagee reasonably deems appropriate, for any Substitute Property opened for less than one (1) year) to the Replaced Property. (j) Mortgagee's outside counsel shall prepare and Mortgagor shall execute (1) amendments to the Note, Mortgage, assignment of rents and leases, loan agreement, environmental indemnities, tax and insurance escrows and (2) all other Loan Documents Mortgagee shall deems appropriate, including, but not limited to, any new Mortgage, assignment of rents and leases, environmental indemnities, etc. relating to the Substitute Property (all of which documentation shall be substantially in the form of the applicable documents executed in connection with the Loan with such changes thereto as Mortgagee reasonably deems appropriate to reflect the terms and circumstances of the Substitution and Substitute Property) (collectively, the "SUBSTITUTE LOAN DOCUMENTS"). The Substitution Loan Documents shall be cross-defaulted and cross-collateralized with the existing Loan Documents for the Loan. (k) Mortgagor shall be required to supply for Mortgagee's review and approval due diligence materials relating to the Substitute Property prior to closing of the Substitution including those items contained in that certain Application Letter dated August 25, 2004 between Mortgagor and Mortgagee as a requirement for closing of this Loan, and such other materials as may then be customarily required as part of its then current commercial loan closing policies, procedures, standards and practices for properties of similar type and in similar locations as the Substitute Property, including, without limitation, a current as-built ALTA survey, proof of adequate insurance, title insurance, proof of compliance with governmental regulations, tenant estoppel certificates, subordination, non-disturbance and attornment agreements. The Mortgagee shall, at the Mortgagors' sole cost and expense, receive for its review and approval all additional due diligence materials in any way relating to the Substitute Property, including but not limited to-Value Ratio requirements specified above , appraisal, Hazardous Substance report and engineer report as required by Mortgagee in its sole discretion. The items listed in this Section 2.7 section are not metexhaustive. (l) The Substitute Loan Documents, Borrower financing statements, and other instruments required to perfect the liens in the Substitute Property and all collateral under such documents shall be recorded, registered and filed (as applicable) in such manner as may satisfy be required by law to create a valid, perfected lien and security interest with respect to the Substitute Property and the personal property related thereto. The liens created by the Substitute Loan Documents shall be first liens and security interests on the Substitute Property and the personal property related [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 thereto, subject only to such requirements exceptions as Mortgagee shall approve in its sole discretion. At closing of the Substitution, the Mortgagor shall have good and marketable title to the Substitute Property and good and valid title to any personal property located thereon or used in connection therewith, in each case satisfactory to the Mortgagee. The title policies to the remaining parcels of Land in the Loan must also be endorsed to bring forward the effective dates thereof through the dates and times of recording of the modification instruments and showing no new exceptions since the original Loan closing unless approved by making Mortgagee in writing and continuing all coverage provided in the original loan title policies. (m) Mortgagee shall receive (1) a voluntary paydown confirmation and reaffirmation of all Loan Documents by the Mortgagor for the other properties in the Loan, (2) a consent to such Substitution by any "Carve-Out" or other guarantors or indemnitors, if any, and (3) such other instruments and agreements and such certificates and opinions of counsel, in form and substance satisfactory to the Mortgagee in connection with such Substitution as it may reasonably request. (n) The Substitute Property shall be located within the continental United States. Mortgagor shall consider all implications for documentary stamp and intangible taxes on the Substitution and the Mortgage encumbering the other Parcels of Land in the Loan that shall arise in connection with such Substitution. Mortgagee shall require payment of all such documentary stamp and intangibles taxes required by law and authorities having jurisdiction as a condition of closing the Substitution and the corresponding loan modifications to the Loan, regardless of whether the taxing authority imposes taxes duplicative of those incurred at the original closing of the Loan. (o) No default or Event of Default shall have occurred and be continuing hereunder or under any other Loan Documents for the Loan on the date of Substitution Request or at closing of the Substitution. (p) Mortgagee shall be satisfied that no material adverse change in the financial condition, subject to the satisfaction operations or prospects of any conditions to prepaymentguarantor, including Mortgagor (or General Partner or Limited Partner as applicable) has occurred after closing of this Loan. (q) The Mortgagor shall pay all reasonable out-of-pocket costs and expenses incurred in connection with any such Substitution and the payment out-of-pocket fees and expenses incurred by Mortgagee (including, without limitation, the reasonable fees and expenses of any prepayment fee or premium, together with a mutually agreed-upon reduction its outside counsel) and its loan correspondent and servicer in connection therewith. Without limiting the committed amount generality of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteriaforegoing, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then Mortgagor shall, in place)connection with, and if Lender agrees to accept such substitute collateral based on such factors as a condition to, each Substitution, pay the reasonable fees and criteriaexpenses of Mortgagee's counsel, then the acceptance fees and expenses of such substitute collateral such shall be subject to all of the underwriting Mortgagee's engineers, appraisers, construction consultants, insurance consultants and other due diligence requirements consultants and loan documentation as were applicable to the making of the Loancontractors, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loanrecording charges, title insurance charges, and the requirements set forth hereinstamp and/or mortgage or similar taxes, transfer taxes.

Substitution of Collateral. Borrower may from time-toNotwithstanding the foregoing, Borrower, but not any subsequent transferee, shall have a one-time request that Lender accept right to substitute real a property collateral in place of all or a portion (the “Substitute Property”) for one of the Property then encumbered by three Individual Properties (the Mortgage. Any proposed substitute property collateral must“Replaced Property”), in subject to the aggregate, result in the new real property collateral and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingconditions: (a) a combined Debt Service Coverage Ratio the Substitute Property is of equal to or greater than value to the higher of (i) 1.35 Replaced Property, as determined by Lender in its sole discretion, based upon Xxxxxx’s then current underwriting methodology for similar properties, including, but not limited to 1.00 or (ii) both historical operating reviews and performance and forward-looking proforma underwriting, property condition, operating history, current occupancy, net operating income, debt service coverage, tenant exposures and financial conditions, tenant lease terms and lease rollover, market rents, any anticipated change in real estate taxes and/or assessments due with respect to the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request; andproperty sale/transfer, property location, Borrower financial condition and creditworthiness, Borrower operating and management experience, and then current market conditions; (b) a the combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, of the Debt Service Coverage Ratio Substitute Property and Loanthe remaining two Individual Properties constituting the Property after such contemplated substitution of collateral shall not exceed the lesser of (i) the then-current loan-to-Value Ratio tests specified above value of the Property prior to such substitution and (ii) 55.0% and the debt service coverage ratio shall control over be at least 1.60x (based upon a 30-year amortization schedule) (any current underwriting standards then leases with tenants not in placeoccupancy or more than thirty (30) days delinquent or less than twelve (12) months of term left shall not be included in these calculations); (c) Borrower shall, at its own expense, submit whatever information Lender reasonably requests (including without limitation title, survey, zoning, leases, operating statements, rent rolls, environmental reports, property inspection reports, appraisals, and if Lender agrees to accept such substitute collateral based on such factors and criteria, then other documentation required in connection with the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the original making of the Loanloan) to evaluate whether or not the Substitute Property complies with Xxxxxx’s then current requirements for new loans; (d) the execution of all documents required, including as determined by Xxxxxx, to evidence the requirements set forth in collateral substitution; (e) an updated and/or new title policy providing coverage for the closing checklist and in Schedule C Substitute Property; and (f) Xxxxxxxx’s payment of a collateral substitution fee equal to the term sheet greater of (i) 0.50% of the outstanding balance that is allocated for the Loaneach Substitute Property and (ii) $25,000, and the requirements set forth hereinpayment of all of Lender’s costs and expenses associated with such collateral substitution, including, Xxxxxx’s legal costs (internal and external). Notwithstanding the foregoing, Lender may reject, in its sole and absolute discretion, any Substitute Property proposed by Borrower based upon to Lender’s then-current portfolio mix, MSA market outlook, market exposure or portfolio concentration.

Substitution of Collateral. Notwithstanding the provisions of this Agreement or any of the Loan Documents to the contrary, Borrower may from time-to-time submit a written request ("SUBSTITUTION REQUEST"), upon at least ninety (90) days prior notice, that Lender accept substitute real property collateral in place permit a substitution (each a "SUBSTITUTION") of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, (each a "SUBSTITUTE PROPERTY") (which previously has not been the subject of inclusion in the aggregate, result collateral for the Loan) for any individual Property on the list in the new real property collateral chart in SUBPARAGRAPH 3.07(i) herein (in such capacity a "REPLACED PROPERTY") upon and that portion of subject to the Property which will remain encumbered by the Mortgage following the collateral substitution havingterms and conditions: (a) Borrower must submit a combined Debt Service Coverage Ratio Substitution Request, identifying the proposed Substitute Property and the proposed Replaced Property at least ninety (90) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitution and the proposed Substitute Property pursuant to its then customary underwriting and pricing criteria. The amount of the "PRINCIPAL ALLOCATION" Lender would determine to allocate to the Substitute Property must be at least equal to the amount of the then remaining Principal Allocation for the proposed Replaced Property, and the loan-to-value ratio for the Lender's proposed Principal Allocation for the Substitute Property, based upon a current MAI appraisal in accordance with SUBPARAGRAPH (h) below, must be at least equal to the then current loan-to-value ratio for the proposed Replaced Property. In its underwriting and pricing analysis, Lender may review items such as, but not limited to, location, occupancy, lease term, rollover, tenant exposure, tenant's credit, average daily room rates and operating statements. (b) The owner of the Substitute Property must be the Borrower (such that the Substitute Property is owned 100% by the same entity as owns all the collateral [LOAN AGREEMENT] ING No. 27924 constituting the Property). No properties will be permitted other than limited service or full service hotels or motels operating under a hotel or motel franchise acceptable to Lender. The Substitute Property must be located in the continental United States. (c) Lender in its sole discretion shall acknowledge within ten (10) business days of the Lender's receipt of the Substitution Request whether the proposed Substitute Property appears to be acceptable to permit the Substitution. If in the Lender's sole discretion it is determined that the proposed Substitute Property is equal to or greater in value and quality than the Property, then Lender, through its loan correspondent, GMAC Commercial Mortgage, will process the Borrower's formal request for Substitution. The proposal will be reviewed by and presented to Lender's and ING Investment Management LLC's investment review committees pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures. If the investment review committee approves the formal request for Substitution, the Substitution will be subject to the other conditions outlined in this SECTION 3.08. (d) No more than one (1) Substitution Request shall be considered in any calendar year for the entire Loan. (e) Borrower shall not be permitted to request and close more than a total of three (3) Substitutions during the Loan term. (f) Borrower shall pay a processing fee to Lender equal to $25,000 at closing of each approved Substitution. A "SUBSTITUTION DEPOSIT" of $5,000 shall be required with submission of a Substitution Request, which deposit shall be applied to the processing fee at closing of the Substitution. The deposit and processing fee contemplated by this subsection are in addition to attorneys' fees and expenses incurred in the documentation of such Substitution and in the review of due diligence. (g) All improvements on the Substitute Property shall have been completed in a good and workmanlike manner and in compliance, in all material respects, with all applicable governmental requirements. The Substitute Property must be lien free and all land, improvements and personal property must be paid for in full. (h) The appraised fair market "As Is" value of the Substitute Property shall be equal to or greater than the higher greater of (i) 1.35 to 1.00 or (iix) the Debt Service Coverage Ratio of that portion then appraised fair market value, or gross sales proceeds, as the case may be, of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and Replaced Property, and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (iiy) the Loan-to-Value Ratio of that portion original appraised value of the Replaced Property which is encumbered by as set forth in the Mortgage at appraisal delivered to Lender in connection with the time closing of Borrower’s requestthe loan on the Replaced Property. The applicable Debt Service Coverage Ratios fair market "As Is" value of the Replaced Property and Loan-to-Value Ratios specified above in this Section 2.7 Substitute Property shall be determined by an appraisal or appraisals prepared a firm of appraisers selected by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted GMAC Commercial Mortgage and approved by the Lender, based on an MAI appraisal satisfactory to Lender, [LOAN AGREEMENT] ING No. If any 27924 dated not more than ninety (90) days prior to the closing of the Debt Service Coverage Ratio Substitution. All costs of such appraisals shall be paid by the Borrower on or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown prior to the closing of the Loan, subject Substitution. Lender shall have the right to readjust the Principal Allocations and Allocation Percentages for all properties constituting the Property (or such number remaining if the Release Privilege previously has been exercised). (i) The actual net operating income relating to the satisfaction of Substitute Property (based upon the trailing twelve (12) month financial results or such shorter period, as Lender deems appropriate, for a Substitute Property opened for less than one year) shall equal or exceed the actual net operating income relating (based upon the trailing twelve (12) month financial results or such shorter period, as Lender reasonably deems appropriate, for any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar Substitute Property opened for less than one year) to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinReplaced Property.

Substitution of Collateral. Notwithstanding the provisions of this Agreement or any of the Loan Documents to the contrary, Borrower may from time-to-time submit a written request (“SUBSTITUTION REQUEST”), upon at least ninety (90) days prior notice, that Lender accept substitute real property collateral in place permit a substitution (each a “SUBSTITUTION”) of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, (each a “SUBSTITUTE PROPERTY”) (which previously has not been the subject of inclusion in the aggregate, result collateral for the Loan) for any individual Property on the list in the new real property collateral chart in SUBPARAGRAPH 3.07(i) herein (in such capacity a “REPLACED PROPERTY”) upon and that portion of subject to the Property which will remain encumbered by the Mortgage following the collateral substitution havingterms and conditions: (a) Borrower must submit a combined Debt Service Coverage Ratio Substitution Request, identifying the proposed Substitute Property and the proposed Replaced Property at least ninety (90) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitution and the proposed Substitute Property pursuant to its then customary underwriting and pricing criteria. The amount of the “PRINCIPAL ALLOCATION” Lender would determine to allocate to the Substitute Property must be at least equal to the amount of the then remaining Principal Allocation for the proposed Replaced Property, and the loan-to-value ratio for the Lender’s proposed Principal Allocation for the Substitute Property, based upon a current MAI appraisal in accordance with SUBPARAGRAPH (h) below, must be at least equal to the then current loan-to-value ratio for the proposed Replaced Property. In its underwriting and pricing analysis, Lender may review items such as, but not limited to, location, occupancy, lease term, rollover, tenant exposure, tenant’s credit, average daily room rates and operating statements. (b) The owner of the Substitute Property must be the Borrower (such that the Substitute Property is owned 100% by the same entity as owns all the collateral [LOAN AGREEMENT] ING No. 27924 8 constituting the Property). No properties will be permitted other than limited service or full service hotels or motels operating under a hotel or motel franchise acceptable to Lender. The Substitute Property must be located in the continental United States. (c) Lender in its sole discretion shall acknowledge within ten (10) business days of the Lender’s receipt of the Substitution Request whether the proposed Substitute Property appears to be acceptable to permit the Substitution. If in the Lender’s sole discretion it is determined that the proposed Substitute Property is equal to or greater in value and quality than the Property, then Lender, through its loan correspondent, GMAC Commercial Mortgage, will process the Borrower’s formal request for Substitution. The proposal will be reviewed by and presented to Lender’s and ING Investment Management LLC’s investment review committees pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures. If the investment review committee approves the formal request for Substitution, the Substitution will be subject to the other conditions outlined in this SECTION 3.08. (d) No more than one (1) Substitution Request shall be considered in any calendar year for the entire Loan. (e) Borrower shall not be permitted to request and close more than a total of three (3) Substitutions during the Loan term. (f) Borrower shall pay a processing fee to Lender equal to $25,000 at closing of each approved Substitution. A “SUBSTITUTION DEPOSIT” of $5,000 shall be required with submission of a Substitution Request, which deposit shall be applied to the processing fee at closing of the Substitution. The deposit and processing fee contemplated by this subsection are in addition to attorneys’ fees and expenses incurred in the documentation of such Substitution and in the review of due diligence. (g) All improvements on the Substitute Property shall have been completed in a good and workmanlike manner and in compliance, in all material respects, with all applicable governmental requirements. The Substitute Property must be lien free and all land, improvements and personal property must be paid for in full. (h) The appraised fair market “As Is” value of the Substitute Property shall be equal to or greater than the higher greater of (i) 1.35 to 1.00 or (iix) the Debt Service Coverage Ratio of that portion then appraised fair market value, or gross sales proceeds, as the case may be, of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and Replaced Property, and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (iiy) the Loan-to-Value Ratio of that portion original appraised value of the Replaced Property which is encumbered by as set forth in the Mortgage at appraisal delivered to Lender in connection with the time closing of Borrower’s requestthe loan on the Replaced Property. The applicable Debt Service Coverage Ratios fair market “As Is” value of the Replaced Property and Loan-to-Value Ratios specified above in this Section 2.7 Substitute Property shall be determined by an appraisal or appraisals prepared a firm of appraisers selected by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted GMAC Commercial Mortgage and approved by the Lender, based on an MAI appraisal satisfactory to Lender, [LOAN AGREEMENT] ING No. 27924 dated not more than ninety (90) days prior to the closing of the Substitution. All costs of such appraisals shall be paid by the Borrower on or prior to the closing of the Substitution. Lender shall have the right to readjust the Principal Allocations and Allocation Percentages for all properties constituting the Property (or such number remaining if the Release Privilege previously has been exercised). (i) The actual net operating income relating to the Substitute Property (based upon the trailing twelve (12) month financial results or such shorter period, as Lender deems appropriate, for a Substitute Property opened for less than one year) shall equal or exceed the actual net operating income relating (based upon the trailing twelve (12) month financial results or such shorter period, as Lender reasonably deems appropriate, for any Substitute Property opened for less than one year) to the Replaced Property. (j) Lender’s outside counsel shall prepare and Borrower shall execute (1) amendments to the Note, the Mortgage, the Assignments of Rents and Leases, the Environmental Indemnification Agreement, this Agreement and tax and insurance escrows, and (2) all Loan Documents Lender shall deem appropriate, including, but not limited to, any new security instrument, assignment of rents and leases, environmental indemnities, etc. relating to the Substitute Property (all of which documentation shall be substantially in the form of the applicable documents executed in connection with the Loan with such changes thereto as Lender reasonably deems appropriate to reflect the terms and circumstances of the Substitution and Substitute Property) (collectively, the “SUBSTITUTE LOAN DOCUMENTS”). The Substitution Loan Documents shall be cross-defaulted and cross-collateralized with the existing Loan Documents for the Loan. (k) Borrower shall be required to supply for Lender’s review and approval due diligence materials relating to the Substitute Property prior to closing of the Substitution including those items required for closing of this Loan, and such other materials as may then be customarily required as part of its then current commercial loan closing policies, procedures, standards and practices for properties of similar type and in similar locations as the Substitute Property, including, without limitation, a current as-built ALTA survey, proof of adequate insurance, title insurance in conformance with the requirements for the closing of this Loan, proof of compliance with governmental regulations, tenant estoppel certificates, subordination, non-disturbance and attornment agreements, franchise agreements and comfort letters. The Lender shall, at the Borrowers’ sole cost and expense, receive for its review and approval all additional due diligence materials in any way relating to the Substitute Property, including but not limited to, appraisal, hazardous substance report, seismic report and engineer report as required by Lender in its sole discretion. The items listed in this subsection are not exhaustive. [LOAN AGREEMENT] ING No. 27924 10 (l) The Substitute Loan Documents, financing statements, and other instruments required to perfect the liens in the Substitute Property and all collateral under such documents shall be recorded, registered and filed (as applicable) in such manner as may be required by law to create a valid, perfected lien and security interest with respect to the Substitute Property and the personal property related thereto. The liens created by the Substitute Loan Documents shall be first liens and security interests on the Substitute Property and the personal property related thereto, subject only to such exceptions as Lender shall approve in its sole discretion. At closing of the Substitution, the Borrower shall have good and marketable title to the Substitute Property and good and valid title to any personal property located thereon or used in connection therewith, in each case satisfactory to the Lender. If any The title policies to the remaining parcels of Property in the Loan must also be endorsed to bring forward the effective dates thereof through the dates and times of recording of the Debt Service Coverage Ratio modification instruments and showing no new exceptions since the original Loan closing unless approved by Lender in writing and continuing all coverage provided in the original Loan title policies. (m) Lender shall receive (1) a confirmation and reaffirmation of all Loan Documents by the Borrower for the other properties in the Loan, (2) a consent to such Substitution by any guarantors or indemnitors, if any, and (3) such other instruments and agreements and such certificates and opinions of counsel, in form and substance satisfactory to the Lender in connection with such Substitution as it may reasonably request. (n) Borrower shall be responsible for all documentary stamp and intangible taxes on the Substitution and the Mortgage encumbering the Substitute Property and all other parcels of Property in the Loan that shall arise in connection with such Substitution. Lender shall require payment of all such documentary stamp and intangibles taxes required by law and authorities having jurisdiction as a condition of closing the Substitution and the corresponding loan modifications to the Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown regardless of whether the taxing authority imposes taxes duplicative of those incurred at the original closing of the Loan. (o) No Event of Default shall have occurred and be continuing hereunder or under any other Loan Documents for the Loan on the date of Substitution Request or at closing of the Substitution. (p) Lender shall be satisfied that no material adverse change in the financial condition, subject to the satisfaction operations or prospects of any conditions to prepaymentguarantor, including Borrower (or controlling member of Borrower or general partner or limited partner of Borrower, as applicable) has occurred after closing of this Loan. (q) The Borrower shall pay all reasonable out-of-pocket costs and expenses incurred in connection with any such Substitution and the payment of any prepayment fee or premiumreasonable out-of-pocket fees and expenses incurred by Lender, together with a mutually agreed-upon reduction its outside counsel and its loan correspondent [LOAN AGREEMENT] ING No. 27924 11 and servicer in connection therewith. Without limiting the committed amount generality of the Loan. The acceptance foregoing, the Borrower shall, in connection with, and as a condition to, each Substitution, pay the reasonable fees and expenses of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteriacounsel, the Debt Service Coverage Ratio reasonable fees and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place)expenses of Lender’s engineers, appraisers, construction consultants, insurance consultants and other due diligence consultants and contractors, recording charges, title insurance charges, and if Lender agrees to accept such substitute collateral based on such factors and criteriadocumentary stamp and/or mortgage or similar taxes, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereintransfer taxes.

Substitution of Collateral. Borrower may from time-to-time request that Lender accept substitute real property collateral in place of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, in the aggregate, result in the new real property collateral and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution having: (a) If Ampex intends to sell or refinance the Mortgaged Property (or any other substitute Collateral) free and clear of the mortgage and security interest therein, then prior to or simultaneous with Hillside's release of the deed of trust, Ampex shall provide Hillside with a combined Debt Service Coverage Ratio security interest in substitute Collateral having a fair market value of not less than $7.5 million pursuant to this Section 4.2; provided, however, that if Ampex refinances the Mortgaged Property for an amount in excess of $7.5 million, Ampex shall provide Hillside with a security interest in substitute Collateral having a fair market value equal to or greater than at least the higher amount of the proceeds of the refinancing net of applicable refinancing expenses, including, but not limited to, taxes, commissions and transfer fees. If such substitute Collateral shall comprise inventory and/or accounts receivable, (i) 1.35 to 1.00 or thirty (30) days' prior written notice shall be provided in the manner described in paragraph (b)(i) and (ii) below, (ii) the Debt Service Coverage Ratio value of that portion such Collateral shall be deemed to be equal to the value thereof less applicable reserves as set forth in the financial statements of Ampex (or the owner of the Property which is encumbered by Collateral) as prepared in accordance with GAAP, and (iii) such security interest shall extend to all Ampex's domestic inventories and/or accounts receivable, as the Mortgage at case may be, but Ampex shall have the time right to grant other security interests in its inventory and/or accounts receivable, as the case may be, provided that such other security interests shall be subordinated to the prior lien in favor of Borrower’s request; andHillside for obligations up to an aggregate of $7.5 million (or, if applicable, the amount of any refinancing of the Mortgaged Property, if greater). Any security interest in substitute Collateral shall be granted pursuant to a Security Document, in a form satisfactory to Hillside. (b) a combined Loan-to-Value Ratio equal If Ampex intends to sell or lesser refinance the Mortgaged Property (or any other substitute Collateral) free and clear of the mortgage and security interest and to provide Hillside with substitute Collateral (other than inventories and/or accounts receivable) pursuant to the lower of provisions hereof, the following procedures shall apply: (i) sixty-five percent (65%)Ampex shall provide written notice to Hillside, signed by the President or Chief Financial Officer of Ampex, of its intention to offer Hillside substitute Collateral for the existing Collateral, which notice shall include a precise description of the property or type of property and its location; the estimated fair market value of the substitute Collateral and the basis for the estimate; a description of any prior mortgage, lien, encumbrance, or security interest on such substitute Collateral; a description of any known or potential claim to such property by any other person; a description of any known purchases, sales or offers to purchase or sell the property or type of property involved; (ii) Hillside shall have thirty (30) days in which to respond, in writing, to Ampex's notice of its intention to substitute Collateral; (iii) If Hillside agrees to accept the Loan-to-Value Ratio of that portion substitute Collateral, or fails to respond, in writing, within such thirty (30) day period, Ampex shall provide Hillside with a security interest (or mortgage) in the substitute Collateral by executing the Security Document; (iv) If Hillside objects to Ampex, in writing, as to the fair market value of the Property proposed substitute Collateral (net of any portion which may be subject to any prior lien, encumbrance or other security interest of any kind), Ampex and Hillside shall jointly appoint an independent valuator, who is encumbered by familiar with the Mortgage at type of property being offered as substitute Collateral and the time market in which it could be sold; (v) The valuator shall render a written report to the parties, within thirty (30) days of Borrower’s request. The applicable Debt Service Coverage Ratios his appointment, in which he shall state his opinion as to the fair value of the offered substitute Collateral, and Loan-to-Value Ratios specified above in this Section 2.7 such opinion shall be determined binding on both parties; (vi) Ampex shall bear the costs of the valuator, and, if applicable, the costs incurred by an appraisal Hillside in releasing its mortgage and security interest in the existing Mortgaged Property or appraisals prepared by a third-party appraiser acceptable toprevious substitute Collateral and obtaining, filing, and engaged directly byperfecting its security interest in the substitute Collateral; (vii) If the offered substitute Collateral is not of sufficient value for substitution, Lender, Ampex may at any time offer additional or different substitute Collateral in which appraisal(sevent the foregoing procedures of this subsection (b) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinapplicable.

Substitution of Collateral. Borrower may shall have the right, provided that no Event of Default has occurred that has not been waived by Lenders in writing or cured, to obtain the release of a Mortgaged Property from time-to-time request that Lender accept substitute real property collateral in place of all or a portion the lien of the encumbering Mortgage, provided that Borrower has delivered to Agent, or Agent has otherwise received, in form and substance satisfactory to Agent and its counsel, the following documents and instruments: 2.2.4.1 A notice from Borrower designating to Agent and Lenders Substitute Collateral that is of like quality to the Mortgaged Property then encumbered requested to be released and that will generate NOI that, when added to the NOI of the remaining Mortgaged Properties, will total not less than $4,670,000, all as determined by Lenders in good faith; 2.2.4.2 An Appraisal acceptable to Agent and Lenders with respect to the proposed Substitute Collateral, (i) which indicates a value not less than the value of the Mortgaged Property requested to be released, the value of the Mortgaged Property requested to be released to be as determined by the Mortgage. Any proposed substitute property collateral mustAppraisal of such Mortgaged Property most recently obtained by Agent; and (ii) which evidences, based upon the most recently obtained Appraisals, that following the release of such Mortgaged Property and delivery of a Mortgage encumbering the Substitute Collateral, the then-current LTV shall not exceed 75%; 2.2.4.3 A Mortgage encumbering the Substitute Collateral, in the aggregateform of that which was delivered to Agent with respect to the Kenwood Gardens Apartments, result Toledo, Ohio, pursuant to the 1994 Loan Agreement, as modified to reflect this First Amendment and the requirements of the jurisdiction in which the Substitute Collateral is located; 2.2.4.4 An Assignment to Rents, Leases and Profits encumbering the Substitute Collateral, in the new real property collateral form of that which was delivered to Agent with respect to the Kenwood Gardens Apartments, Toledo, Ohio, pursuant to the 1994 Loan Agreement, as modified to reflect this First Amendment and the requirements of the jurisdiction in which the Substitute Collateral is located; 2.2.4.5 A Collateral Assignment of Agreements Affecting Real Estate encumbering the Substitute Collateral, in the form of that which was delivered to Agent with respect to the Kenwood Gardens Apartments, Toledo, Ohio, pursuant to the 1994 Loan Agreement, as modified to reflect this First Amendment and the requirements of the jurisdiction in which the Substitute Collateral is located; 2.2.4.6 UCC-1 Financing Statements with respect to the Substitute Collateral; 2.2.4.7 A certified copy of resolutions adopted by the Board of Trustees of Borrower authorizing the execution, delivery and performance of the documents referred to in this Section 2.2.4 that are executed by Borrower, all certified by a trustee or officer of Borrower to be true and correct copies of the originals and to be in full force and effect as of the date hereof; 2.2.4.8 An incumbency and signature certificate with respect to each of the trustees of Borrower authorized to execute and deliver the documents referred to in this Section 2.2.4 that are executed by Borrower; 2.2.4.9 The opinion of Borrower's counsel, in form and substance acceptable to Lenders in their reasonable judgment; 2.2.4.10 A Policy of Title Insurance, or a marked-up commitment to issue such a policy, by First American Title Insurance Company, insuring the Mortgage encumbering the Substitute Collateral as a first lien thereon, subject to only such exceptions as Lenders may accept; 2.2.4.11 Evidence of Borrower's policies of insurance, with respect to the Substitute Collateral, as required by the terms of Section 5.1.21 of the 1994 Loan Agreement; 2.2.4.12 Evidence that Borrower has received, with respect to the Substitute Collateral, all required Governmental Approvals relating to the ownership, use, operation and occupancy thereof and that portion of the Property which will remain encumbered Substitute Collateral complies in all material respects with all applicable laws; 2.2.4.13 A "Phase I" Environmental Audit performed with respect to the Substitute Collateral by the Mortgage following the collateral substitution having: (a) a combined Debt Service Coverage Ratio equal qualified environmental engineer acceptable to or greater than the higher of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s requestLenders; and (b) a combined Loan-to-Value Ratio equal to 2.2.4.14 Such additional documents or lesser than the lower of (i) sixty-five percent (65%), instruments as may be required by this Agreement or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower Agent may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinreasonably require.

Substitution of Collateral. Borrower may from time-to-time request that Lender accept substitute real property collateral in place of all or a portion After the first day of the twenty-fifth (25th) month following the First Disbursement Closing Date, not more than twice in a calendar year, and not more than an aggregate of five (5) times during the term of the Loan (total for both this Loan and for substitutions under the Pool B Loan). Borrower shall have the right to xxxxx x Xxxx in favor of Lender (and add an "Individual Property" under the Loan Documents) encumbering certain of Borrower's properties (other than a then existing Individual Property) (the "Substitution Property") and obtain a release of an Individual Property (the "Substituted Property," and collectively, along with the Substitution Property, the "Substitution Properties") from the Lien of the Mortgage thereon and from Borrower's obligations under the Loan Documents (other than those expressly stated to survive) with respect to such Substituted Property (collectively, a "Substitution"), subject to satisfaction of the following to the sole satisfaction of Lender: (a) each Substitution shall consist of not more than five (5) then encumbered by the Mortgage. Any proposed substitute property collateral mustexisting Individual Properties, and all Substitutions, in the aggregate, result in shall consist of not more than fifteen (15) Individual Properties (including substituted properties under the new real property collateral and that portion Pool B Loan); (b) Lender shall receive at least ninety (90) days prior written notice of the Property proposed Substitution, which notice will remain encumbered by contain sufficient documentation to enable Lender to determine whether the Mortgage following the collateral substitution having:conditions set forth herein have been satisfied; (ac) a combined there shall be no Event of Default as of either the date of notice of the proposed Substitution or the date of the Substitution; (d) the then current appraised value of the Substitution Property must equal or exceed the then current appraised value of the Substituted Property, the Substitution Property shall be at least 93% fully leased and occupied with tenants in possession and paying rent under Leases reasonably acceptable to Lender, and the Substitution Property shall be similar or better, with respect to product type, age, building construction design and quality, and tenant quality, as compared to the Substituted Property; (e) the resulting annualized Debt Service Coverage Ratio calculated only with respect to the Substitution Property (for the 12-month period commencing on the date of the proposed Substitution) shall be equal to or greater than the higher of (i) 1.35 to 1.00 or (ii) the annualized Debt Service Coverage Ratio of that portion calculated only with respect to the Substituted Property (for the 12-month period commencing on the date of the proposed Substitution); (f) Borrower will comply with each and every provision set forth in Schedule III attached hereto to the sole satisfaction of Lender, and each Substitution Property which is encumbered by shall satisfy Lender's then existing underwriting criteria pertaining to, without limitation, leasing, tenant-credit, tenant-quality, tenant-identification, insurance coverage, and lease-expiration; (g) Borrower shall have delivered to Lender Title Insurance Policies satisfactory to Lender for the Substitution Property and endorsements to the Title Insurance Policies for all Properties satisfactory to Lender that (i) add the Substitution Property thereunder; (ii) extend the effective date of such policies to the effective date of the Substitution; (iii) confirm that there shall be no change in the priority of the Lien of the Mortgages (including a first Lien of the Mortgage at for the time Substitution Property); (iv) confirm that the title insurers issuing the Title Insurance Policies consent to the Substitution; (v) waive any defense that such title insurers may have as a result of the Substitution; and (vi) to the extent of the then current appraised value of the Substituted Property, waive any right of subrogation; (h) Borrower shall pay for all of Lender's costs, including, but not limited to, third party reports, reasonable attorneys' fees, title, survey, engineering and environmental costs and charges, fees related to appraisers, engineers, architects and consultants, recording costs and costs of endorsements and/or premiums for Title Insurance Policies required by Lender, in connection with any such Substitution; (i) Neither the Laws of the State where the Substitution Property is located nor the ownership structure of the Substitution Property shall, in Lender's sole opinion, increase the risks associated with Lender's ability to enforce its rights and remedies under the Mortgages related to any or all anti-deficiency statutes or single-action legislation; (j) Borrower shall pay Lender a fee of $20,000.00 per each separate property as may be part of a Substitution Property (which shall be payable per, and along with, each request for a Substitution), but which shall not exceed $50,000.00 per Substitution; (k) Borrower shall execute, acknowledge and deliver all documents and agreements reasonably required by Lender to evidence any Substitution and to otherwise acknowledge and confirm Borrower’s request's obligations under the Loan Documents and all documents and agreements executed and delivered in connection with Loan, including CDC's obligations under the Environmental Indemnity Agreement for the Substitution Properties, the limitation of liability provisions of Article XV of the Mortgage for the Substituted Property, and any contribution agreement executed and delivered in connection with the Loan; and (bl) If the owner of the Substitution Property is a combined Loanpermitted wholly-owned subsidiary of CDC, CDC shall deliver to Lender (A) an instrument, satisfactory to Lender, from CDC guaranteeing the Environmental Indemnity Agreement for the Substitution Property, (B) an instrument, satisfactory to Lender, from CDC guaranteeing the limitation of liability provisions of Article XV of the Mortgage for the Substitution Property, and (C) all documents and agreements reasonably required by Lender to-Value Ratio equal , among other things, evidence CDC's guarantee of all obligations with respect to or lesser than the lower of (i) sixty-five percent (65%), or (ii) Substitution and to include the proposed transferee within any contribution agreement executed and delivered in connection with the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 . (m) Borrower shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be have delivered to Lender evidence satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lenderthat, at the time of Borrower’s requestthe Substitution, bases its determination that (A) the lien of whether or not to make loans similar the Subordinate Loan is released from the Substituted Property, and (B) Borrower has granted to the Loan and secured by industrial property in Southern California Subordinate Lender (except that as defined in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, Mortgages) a lien encumbering the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinSubstitution Property.

Substitution of Collateral. Notwithstanding the provisions of this Agreement or any of the Loan Documents to the contrary, Borrower may from time-to-time submit a written request ("SUBSTITUTION REQUEST"), upon at least ninety (90) days prior notice, that Lender accept substitute real property collateral in place permit a substitution (each a "SUBSTITUTION") of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, (each a "SUBSTITUTE PROPERTY") (which previously has not been the subject of inclusion in the aggregate, result collateral for the Loan) for any individual Property on Schedule I (in such capacity a "REPLACED PROPERTY") upon and subject to the new real property collateral following terms and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingconditions: (a) Borrower must submit a combined Debt Service Coverage Ratio Substitution Request, identifying the proposed Substitute Property and the proposed Replaced Property at least ninety (90) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitution and the proposed Substitute Property pursuant to its then customary underwriting and pricing criteria. The amount of the "PRINCIPAL ALLOCATION" Lender would determine to allocate to the Substitute Property must be at least equal to the amount of the then remaining Principal Allocation for the proposed Replaced Property, and the loan-to-value ratio for the Lender's proposed Principal Allocation for the Substitute Property, based upon a current MAI appraisal in accordance with SUBPARAGRAPH (H) below, must be at least equal to the then current loan-to-value ratio for the proposed Replaced Property. In its underwriting and pricing analysis, Lender may review items such as, but not limited to, location, occupancy, lease term, rollover, tenant exposure, tenant's credit, average daily room rates and operating statements. (b) The owner of the Substitute Property must be the Borrower (such that the Substitute Property is owned 100% by the same entity as owns all the collateral constituting the Property). No properties will be permitted other than limited service or full service hotels or motels operating under a hotel or motel franchise acceptable to Lender. The Substitute Property must be located in the continental United States. (c) Lender in its sole discretion shall acknowledge within ten (10) business days of the Lender's receipt of the Substitution Request whether the proposed Substitute Property appears to be acceptable to permit the Substitution. If in the Lender's sole discretion it is determined that the proposed Substitute Property is equal to or greater in value and quality than the Property, then Lender, through its loan correspondent, GMAC Commercial Mortgage, will process the Borrower's formal request for Substitution. The proposal will be reviewed by and presented to Lender's and TNG Investment Management LLC's investment review committees pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures. If the investment review committee approves the formal request for Substitution, the Substitution will be subject to the other conditions outlined in this SECTION 3.08. (d) No more than one (1) Substitution Request shall be considered in any calendar year for the entire Loan. (e) Borrower shall not be permitted to request and close more than a total of two (2) Substitutions during the Loan term. (f) Borrower shall pay a processing fee to Lender equal to $25,000 at closing of each approved Substitution. A "SUBSTITUTION DEPOSIT' of $5,000 shall be required with submission of a Substitution Request, which deposit shall be applied to the processing fee at closing of the Substitution. The deposit and processing fee contemplated by this subsection are in addition to attorneys' fees and expenses incurred in the documentation of such Substitution and in the review of due diligence. (g) All improvements on the Substitute Property shall have been completed in a good and workmanlike manner and in compliance, in all material respects, with all applicable governmental requirements. The Substitute Property must be lien free and all land, improvements and personal property must be paid for in full. (h) The appraised fair market "As Is" value of the Substitute Property shall be equal to or greater than the higher greater of (i) 1.35 to 1.00 or (iix) the Debt Service Coverage Ratio of that portion then appraised fair market value, or gross sales proceeds, as the case may be, of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and Replaced Property, and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (iiy) the Loan-to-Value Ratio of that portion original appraised value of the Replaced Property which is encumbered by as set forth in the Mortgage at appraisal delivered to Lender in connection with the time closing of Borrower’s requestthe loan on the Replaced Property. The applicable Debt Service Coverage Ratios fair market "As Is" value of the Replaced Property and Loan-to-Value Ratios specified above in this Section 2.7 Substitute Property shall be determined by an appraisal or appraisals prepared a firm of appraisers selected by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted GMAC Commercial Mortgage and approved by the Lender. If any , based on an MAI appraisal satisfactory to Lender, dated not more than ninety (90) days prior to the closing of the Debt Service Coverage Ratio Substitution. All costs of such appraisals shall be paid by the Borrower on or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown prior to the closing of the Loan, subject Substitution. Lender shall have the right to readjust the satisfaction of any conditions to prepayment, including Principal Allocations and Allocation Percentages for all properties constituting the payment of any prepayment fee Property (or premium, together with a mutually agreed-upon reduction in such number remaining if the committed amount of the LoanRelease Privilege previously has been exercised). The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements Release Factor set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth herein.SECTION 3.07

Substitution of Collateral. Borrower may from time-to-At any time request that Lender accept substitute real property collateral in place of all or a portion during the term of the Property then encumbered by the Mortgage. Any proposed substitute property collateral mustLoan, in the aggregatewith ninety (90) days prior written notice to Lender, result in the new real property collateral and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution having: (a) a combined Debt Service Coverage Ratio equal to or greater than the higher of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 Borrower shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable toentitled (during any one loan year, and engaged directly by, Lender, but subject to the cumulative limits set out below) to substitute up to two (2) properties comprising the original Portfolio with properties ("Substitute Collateral") which appraisal(s) shall be satisfactory to Lender in Lender's sole discretion and shall meet all respectscriteria of Lender, including without limitation, the criteria set forth in subparagraphs (a) through (k) below. In evaluating the acceptability of the substitution, each of the following conditions must be satisfied: (a) No Event of Default or event which with the passage of time or giving of notice, or both, would constitute an Event of Default shall exist under the Documents at the time of the request or at the time of the substitution of collateral; (b) The Substitute Collateral shall only be an apartment complex satisfactory to Lender in Lender's sole discretion. The ownership entity of the Substitute Collateral shall be identical to the entity owning the Individual Property being transferred; (c) The location (including, without limitation, the character and demographics of the market area) of the Substitute Collateral shall be satisfactory to Lender in Lender's sole discretion; (d) The Substitute Collateral shall not be less than ninety-two percent (92%) occupied by third-party tenants in occupancy and paying rent at the time of substitution; (e) Lender shall have received a report from an engineer or architect chosen by Lender conforming with the guidelines then applicable to Lender's mortgage loans, which report shall be satisfactory in all respects to Lender in Lender's sole discretion. In addition, Lender shall have received an Environmental Report conforming with the guidelines then applicable to Lender's mortgage loans, which Environmental Report shall be satisfactory in all respects to Lender in Lender's sole discretion. The cost of preparation of all such reports and all necessary inspections shall be paid by Borrower; (f) The overall appearance, configuration, quality and age of the Substitute Collateral shall be satisfactory to Lender in Lender's sole discretion and shall equal or exceed the appearance, configuration, quality and age of the property being transferred. Lender shall have determined in its sole discretion, that following the proposed substitution, the entire Portfolio shall meet the leasing percentage requirements in the Assignment. (g) The value of the Substitute Collateral, as reviewed, adjusted and approved determined by Lender. If any , shall equal or exceed then-market value of the Debt Service Coverage Ratio property being transferred, and the Net Operating Income of the Substitute Collateral, as determined by Lender, shall equal or Loan-to-Value Ratio requirements specified above exceed Net Operating Income of the property being transferred; (h) To the extent applicable to the Substitute Collateral, all conditions that Borrower was obligated to meet and satisfy under the terms of the Application/Commitment in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown connection with the closing of the Loan, subject or, if required by Lender, Lender's then current closing requirements, shall be satisfied regarding the Substitute Collateral, including without limitation, that (i) all Loan Documents shall be satisfactory to Lender, (ii) Lender receives a satisfactory legal opinion from Borrower's counsel, (iii) title to the satisfaction Substitute Collateral shall be satisfactory in all respects to Lender (including, without limitation, evidence that Lender shall have a first and exclusive lien on the fee simple interest in the Substitute Collateral) and Lender shall have received a satisfactory survey and title insurance policy, (iv) Lender receives evidence that the Substitute Collateral complies with all applicable government requirements, (v) construction of any conditions the Substitute Collateral is complete and in accordance with the plans and specifications, (vi) all bills in connection with such construction have been paid in full, and (vii) Borrower's current financial condition shall be reasonably satisfactory to prepaymentLender. In addition, Lender shall have the right to modify the minimum leasing requirements for the Substitute Collateral to an appropriate level; (i) Borrower shall pay all costs and expenses associated with the substitution of the Substitute Collateral, including but not limited to, title insurance and survey fees and expenses, recording costs, documentary stamp taxes, intangible taxes, similar fees, and attorneys' fees (including attorneys' fees and expenses for Lender's staff attorneys and outside counsel), fees of Lender's architect and/or engineer, and fees related to the payment Environmental Report. In addition, Borrower shall pay to Lender a non-refundable servicing fee of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount 1.0% of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, Substituted Collateral's allocated loan balance at the time of Borrower’s requestthe request for substitution; (j) The Substitute Collateral shall not consist of any partial interests in a property, bases its determination including but not limited to partnership or joint venture interests; (k) The consent of whether or not to make loans similar Lender to the Loan substitution of collateral is expressly made subject to Lender's analysis and secured by industrial property in Southern California approval of the economic trends affecting the Substitute Collateral; and (except that in l) At the case time of debt service coverage ratio and loan-to-value ratio underwriting criteriathe request for substitution of collateral, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above Ratio, calculated with respect to the Portfolio as constituted prior to any substitution, is equal to or greater than 1.30 to 1.00. Lender shall control over have at least eighty (80) days in which to process any current underwriting standards then in place), and if Lender agrees request to accept such substitute collateral based on after receipt of (1) all materials necessary to evaluate such factors request and criteria(2) the fees required by subparagraph (i) above. Notwithstanding anything to the contrary in this Section 10.02 and Section 10.01 above, then (x) Borrower and Guarantor shall only have the acceptance right, during any one loan year, to a cumulative total of such substitute (1) two partial releases, (2) two substitutions of collateral, or (3) one partial release and one substitution of collateral such and (y) after any partial release or substitution of collateral, the remaining Individual Properties (including any substituted property which becomes part of the Individual Properties) shall always be subject to in at least three markets with no more than thirty-five percent (35%) of the total value (as determined by Lender) of all of the underwriting and due diligence requirements and loan documentation as were applicable Individual Properties in any one market. Section 10.02 shall be personal to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the LoanBorrower, and neither the requirements set forth hereinThird Party Single Entity nor any other transferee shall have any rights under this paragraph.

Substitution of Collateral. Borrower may shall have the right from time to time-to-time request that , to substitute other real estate reasonably acceptable to Lender accept substitute real property collateral in place of all or a portion (“Substitute Collateral”) for any Site and to obtain the release thereof from the lien of the Property then encumbered by Loan Documents, subject to the Mortgage. Any proposed substitute property collateral must, in the aggregate, result in the new real property collateral following terms and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingconditions: (a) On the date of Borrower’s request for a combined Debt Service Coverage Ratio equal substitution and on the date of the scheduled substitution, no Event of Default shall be in existence; (b) The aggregate principal balance of the Note or Notes secured by the First Mortgages encumbering the Site(s) to be substituted shall not exceed $33,434,500.00, on a cumulative basis; (c) Borrower gives Lender at least 30 days’ prior written notice of its request for a substitution along with a payment of $10,000.00 for each Site to be substituted as a substitution fee; which fee is non-refundable regardless of whether the requested substitution is consummated; (d) Fee simple title to the Substitute Collateral must be vested in a single purpose entity that is an Affiliate of IIT REIT; (e) The Substitute Collateral must be a bulk warehouse or greater than light industrial facility in the higher same general geographic area as the existing Site, or another location reasonably acceptable to Lender. (f) Lender shall have the right to review and underwrite any proposed Substitute Collateral (subject to subsections (g) and (h) below); without limiting the generality of the foregoing, Borrower shall provide and Lender shall have the right to review and approve the following for the Substitute Collateral, all of which shall be obtained at Borrower’s expense: (i) 1.35 to 1.00 or an ALTA survey; (ii) as-built plans and specifications of all Improvements; (iii) certificates of occupancy and evidence of compliance with local zoning code, which evidence may be in the form of a planning and zoning report; (iv) all leases; (v) estoppel certificates from all tenants and subordination agreements from all tenants whose lease is not automatically subordinated to future mortgages by its terms or which contains a right to purchase the Substitute Collateral; (vi) insurance coverage consistent with the requirements of this Agreement; (vii) a rent roll; (viii) operating statements, budgets and other financial information concerning the operation of the proposed Substitute Collateral as Lender may reasonably require; (ix) an engineering report; (x) an environmental report; (xi) an Appraisal; (xii) a seismic report (if the Substitute Collateral is in California, the Pacific Northwest or New Madrid seismic area) and (xiii) new title insurance for the Substitute Collateral and acceptable title endorsements to Lender’s existing title insurance policies insuring the lien of the Mortgage, if required by Lender; (g) The Loan to value ratio of the Project after the Substitution of Collateral, does not exceed the Loan to value ratio of the Project immediately prior to the proposed substitution, as determined by Lender in its reasonable discretion (and Borrower shall have the right to prepay a portion of the Loan (together with any applicable prepayment premium) in order to satisfy this requirement), which prepayment shall be allocated to the outstanding principal balance of the remaining unpaid Notes on a pro rata basis); (h) The Debt Service Coverage Ratio of that the Project after the Substitution of Collateral is not less than the Debt Coverage Ratio for the Project immediately prior to the proposed substitution, as determined by Lender in its reasonable discretion (and Borrower shall have the right to prepay a portion of the Property Loan (together with any applicable prepayment premium) in order to satisfy this requirement), which prepayment shall be allocated to the outstanding principal balance of the remaining unpaid Notes on a pro rata basis); (i) Borrower shall have executed and delivered to Lender a deed of trust or mortgage and an assignment of leases encumbering the Substitute Collateral, an environmental indemnity with respect to the Substitute Collateral in form and content similar to the Environmental Indemnity and such other documents as may be required by Lender with respect to the Substitute Collateral; (j) Borrower shall execute and deliver such documents and/or amendments or modifications to the existing Loan Documents as may be necessary to fully encumber the Substitute Collateral as collateral for the Loan and to cross-collateralize and cross-default the security documents encumbering the Substitute Collateral with the existing Loan Documents; (k) In addition to the substitution fee, Borrower shall pay all reasonable out-of-pocket costs incurred by Lender in connection with any substitution, including without limitation, all reasonable legal fees, title charges and appraisal fees, whether or not the substitution is encumbered consummated; (l) Upon completion of the substitution, Lender shall: (i) release the Debtor(s) owning the substituted Site(s) from liability under the Loan Documents; provided, however, that such release shall not extend to such Debtor(s)’ liability under the Environmental Indemnity for Costs (as such term is defined in the Environmental Indemnity) incurred by Lender from Contamination (as such term is defined in the Environmental Indemnity) or any violation of any Environmental Law (as such term is defined in the Environmental Indemnity) solely with respect to the substituted Site(s), first occurring after such substitution (provided such Debtor(s) shall have the burden of proving when such Contamination or violation first occurred); and (ii); deliver to such Debtor(s) for recording, a release of the Mortgage at the time of Borrower’s requestencumbering such substituted Site(s) in recordable form; and (bm) a combined Loan-to-Value Ratio equal The right to or lesser than the lower of (i) sixty-five percent (65%)Substitute Collateral pursuant to this Article 11 is personal to Borrower, or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable toits Affiliates, any Permitted Transferee, and engaged directly by, Lender, which appraisal(s) any Qualified Transferee and shall not be satisfactory assignable or exercisable by any other transferee whatsoever and shall automatically become null and void after a Third Party Transfer except to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinQualified Transferee.

Substitution of Collateral. Notwithstanding anything to the contrary contained in the Loan Documents, Borrower may from time-to-time shall have the right to request in writing that Lender accept substitute additional real estate and related personal property collateral (“Substitute Collateral”) in place of all or a portion substitution for one Property and the related Personal Property Security (the “Old Security”) to be released from the lien of the Property then encumbered by Loan Documents. Such request may be made on not more than two (2) Properties during the Mortgage. Any proposed substitute property collateral must, in the aggregate, result in the new real property collateral and that portion Term of the Property Loan (except if the Release is in accordance with the conditions set forth in subsection (o) below), and further, any such Substitution must occur after six (6) months from the date hereof and prior to the last six (6) months prior to the Maturity Date. Lender shall have the right to approve any such Substitution in Lender’s sole discretion. Lender shall advise Borrower as soon as practicable of Lender’s approval or disapproval of any such Substitution of collateral; if such Substitution is approved, Lender shall also advise Borrower of the conditions for such approval, which will remain encumbered by shall include, without limitation, the Mortgage following the collateral substitution havingfollowing: (a) a combined Debt Service Coverage Ratio equal to The Substitute Collateral must consist of one or greater more legally separate parcels of land in the United States owned in fee simple. The Substitute Collateral shall be an office property and must be of similar or better quality than the higher of (i) 1.35 Old Security and must be satisfactory to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of BorrowerLender in Lender’s request; andsole discretion. (b) a combined LoanLender must receive perfected first and exclusive liens, security interest and/or security title on the Substitute Collateral, and the Loan for the Substitute Collateral shall be cross collateralized and cross defaulted with all the other Loans pursuant to the Loan Documents. The beneficial ownership entity of the Substitute Collateral shall be identical to the beneficial ownership of the Old Security or acceptable to Lender in Lender’s sole discretion. (c) The Substitute Collateral must comply with Lender’s then current underwriting and other requirements in all respects, including, without limitation, loan documents, title, survey, compliance with zoning, building, environmental and land use laws, construction and engineering, insurance, leases, real estate taxes, legal opinions, estoppel certificates and all other terms and conditions. (d) The NOI from the Substitute Collateral shall equal or exceed the NOI from the Old Security, calculated as of the date of the Substitution, and Lender shall have no reason to reasonably believe that such NOI from the Substitute Collateral will not be continued for the next succeeding twenty-to-Value Ratio four (24) months, and the fair market value of the Substitute Collateral shall equal to or lesser than exceed the lower fair market value of the Old Security (i) sixty-five percent (65%as of the Substitution date), or (ii) as determined by Lender in its sole discretion, absent manifest error. In the Loan-to-Value Ratio of that portion event the NOI of the Property which is encumbered Substitute Collateral (as determined by Lender in its sole discretion) falls below the Mortgage at required level, Borrower shall have the time right, subject to payment of Borrower’s request. The applicable the prepayment premium calculated in accordance with the provisions set forth in the Notes, to pay Lender the amount necessary to decrease the Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in of the remaining Property to meet the other conditions of this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to6. (e) The location (including, without limitation, the character and engaged directly by, Lender, which appraisal(sdemographics of the market area) of the Substitute Collateral shall be satisfactory to Lender in Lender’s sole discretion. The consent of Lender to the Substitution of Collateral is expressly made subject to Lender’s analyses and approval of the economic trends affecting the Substitute Collateral. (f) The credit of the tenants shall be acceptable in Lender’s sole discretion. (g) Lender shall have received a report in accordance with Lender’s then-current standards from an engineer or architect chosen by Lender regarding the physical structure of the Substitute Collateral, which report shall be satisfactory in all respectsrespects to Lender in Lender’s sole discretion. In addition, as reviewedLender shall have received an Environmental Report in accordance with Lender’s then-current environmental guidelines, adjusted which Environmental Report shall be satisfactory in all respects to Lender in Lender’s sole discretion. The cost of preparation of all such reports and approved all necessary inspections shall be paid by Lender. If any Borrower. (h) At the time of the Substitution, Debt Service Coverage, calculated with respect to the Real Estate Security including the Substitute Collateral but excluding the Old Security is equal to or greater than (i) the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown with respect to all of the Loan, subject to the satisfaction of any conditions to prepayment, Property (including the payment of substituted Property) immediately prior to such Substitution, and, in any prepayment fee or premiumevent, together with a mutually agreed-upon reduction in (ii) 4.00 to 1.00. In the committed amount event the Debt Service Coverage of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be remaining Property (as determined by Lender in good faith based on its sole discretion) falls below the factors required level, Borrower shall have the right, subject to payment of the prepayment premium calculated in accordance with the provisions set forth in the Notes, to pay Lender the amount necessary to increase the Debt Service Coverage of the remaining Property to the required level. (i) At the time of the Substitution, the Loan to Value Ratio, calculated with respect to the Real Estate Security including the Substitute Collateral but excluding the Old Security, does not exceed the lesser of (1) forty seven percent (47%), or (2) the Loan to Value Ratio of the entire Property (including the Old Security) immediately prior to such Release. In the event the Loan to Value Ratio of the remaining Property (as determined by Lender in its sole discretion) exceeds the required level, Borrower shall have the right, subject to payment of the prepayment premium calculated in accordance with the provisions set forth in the Notes, to pay Lender the amount necessary to reduce the loan to value ratio of the remaining Property to the required level. (j) Borrower shall pay all reasonable costs and criteria upon expenses incurred by Lender in connection with the Substitution, including, but not limited to, all legal, accounting, title insurance and appraisal fees, recording costs, intangible taxes and documentary stamps, and a MAI appraisal (prepared by an appraiser selected by Lender) of the Substitute Property, whether or not such Substitution is actually consummated. (k) [Intentionally deleted] (l) At the time of the request and the time of the Substitution, there shall be no default under the Loan Documents, and there shall exist no condition or state of facts which Lenderwith the passage of time or the giving of notice or both, would constitute a default under the Loan Documents (except for any such default relating solely to the Old Security which, by its very nature, will be cured by the requested Substitution). (m) Borrower shall pay Lender a $25,000.00 servicing fee (the “Substitution Servicing Fee”) for consideration by Lender of the request at the time Borrower makes such request, which shall be deemed fully earned by Lender even if such request is denied, and an additional fee (against which the Substitution Servicing Fee shall be credited) equal to one half percent (0.5%) of the allocated loan balance for the Old Security, which additional fee shall be paid at the time of Borrowerclosing. (n) The Substitute Collateral shall not consist of any partial interest in a property, including but not limited to partnership or joint venture interests. (o) Unless otherwise agreed to by Lender in its sole discretion, Xxxx Centre VII, Xxxx Centre III and Xxxx Centre II will not be eligible for Substitution (if at such time any of the leases in such Properties have any right to expand into, or rights of refusal or offer in, such other building, unless such rights have been amended to terminate and eliminate such rights as a portion of the contractual rights of such Lease, and to provide that the Tenant’s requestrecourse shall only be as a contractual right, bases its determination of whether public record, with the owner of such Property to be released in such Substitution), unless all of such Properties are substituted at the same time (or not substituted as to make loans similar some Properties and released as to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in placesome Properties at such time), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then provided that the acceptance aggregate balance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable Loans is not less than $85,000,000.00 following any such Release [under this provision Lender shall consent to the making Release of all three Properties (Xxxx Centre VII, Xxxx Centre III and Xxxx Centre II), but will not consent to any additional Releases or Substitutions during the Loan term) except in connection with the additional letter of credit which may be posted in the last 12 months of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth herein].

Substitution of Collateral. Notwithstanding the provisions of Section 6.2 of this Agreement, provided no Event of Default shall have occurred and be continuing, the Borrower may from time-to-time request that Lender accept elect to substitute real property collateral in place of all or a portion for certain of the Property then encumbered Collateral (the "Released Collateral") substitute Collateral of the same type as the Released Collateral (the "Substitute Collateral") as Collateral for the Loan (a "Substitution"), provided further that each of the following conditions precedent shall be satisfied: The Borrower shall deliver to Lender with respect to the Substitute Collateral, if required by Lender, (i) a new promissory note, loan agreement, environmental indemnity agreement, mortgage/deed of trust, security agreement, UCC-1 financing statements, and such other loan documents, including, without limitation, guaranties and opinions of counsel, as Lender may require with respect to the Mortgage. Any proposed substitute property collateral mustSubstitute Collateral, and (ii) if the Substitute Collateral consists of real property, a mortgagee title insurance policy and an ALTA survey acceptable to Lender in all respects; The Borrower shall pay all costs and expenses of Lender in connection with the Substitution and cooperate fully with Lender in connection with all due diligence conducted by Lender in connection with the Substitute Collateral, and the Substitute Collateral shall be subject to, among other things, the underwriting guidelines and requirements of Lender as well as the review and approval by Lender, in the aggregateits discretion, result in the new real property collateral and that portion of the Property which will remain encumbered Substitute Collateral; The then current value of the Substitute Collateral as determined by the Mortgage following the collateral substitution having: (a) a combined Debt Service Coverage Ratio Lender pursuant to an appraisal or valuation obtained by Lender at Borrower's cost and expense shall be equal to or greater than the higher of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion value of the Property which is encumbered Released Collateral as determined by the Mortgage Lender at the time of Borrower’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown closing of the Loan; Lender must be satisfied, subject in its absolute and sole discretion, that the Borrower is able to satisfy and comply with the satisfaction provisions of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements covenants set forth in the closing checklist Loan Documents, including, without limitation, the covenants set forth in Section V of this Agreement, on an ongoing basis when the Substitute Collateral is pledged in lieu of the Released Collateral, and in Schedule C that the Cash Flow Coverage Ratio computed solely with respect to the term sheet Substitute Collateral (and any existing Collateral that will not constitute Released Collateral) for the Loanperiod of two consecutive fiscal years most recently ended equals or exceeds the computed Cash Flow Coverage Ratio solely with respect to the Released Collateral (and any existing Collateral that will not constitute Released Collateral) for such period; The Borrower shall provide evidence to Lender, and which evidence must be satisfactory to Lender, that each rating agency which has rated bonds or other securities issued by an entity which holds the requirements set forth hereinLoan or an interest in the Loan has determined that such Substitution will not result in the qualification, downgrade or withdrawal of the ratings of such bonds or other securities.

Substitution of Collateral. Provided that no Default or Event of Default has occurred and is continuing and that no Property shall constitute more than 20% of the Borrowing Base Value, prior to the Termination Date, Borrower may from time-to-time request that Lender accept substitute real property collateral in place shall have the right, subject to the consent of all or a portion of the Lenders, which consent may be withheld in the sole discretion of the Lenders, to obtain a release of a Property then encumbered from the Lien of the related Mortgage and Loan Documents (a "Release Property"), if Borrower simultaneously substitutes another comparable commercial real estate property owned in fee simple by Borrower or leased by Borrower pursuant to a ground lease acceptable in all respects to all of the Mortgage. Any proposed substitute property collateral mustLenders in their sole discretion (a "Substitute Property"), and subjects such Substitute Property to the Lien of a new mortgage, deed of trust, deed to secure debt or similar security instruments, in the aggregatesame form and substance as the Mortgage ("Substitute Mortgage") and to the Lien of the Loan Documents, result as a first lien thereon. The Substitute Property shall be designated by Agent as an Acquisition Property or a Development Property and shall be subject to the provisions of this Agreement in respect of Acquisition Properties and Development Properties, as applicable, upon substitution hereunder. The Lenders' consent to such release and substitution may be conditioned on, among other things, receipt by the Lenders of the following, all of which shall be satisfactory in form and substance to all of the Lenders: i. Evidence that the Substitute Property is of similar or higher quality to the Release Property. ii. An Appraisal of the Substitute Property prepared within six (6) months prior to delivery. iii. An opinion of Borrower and the Company's counsel stating (u) that the Substitute Property may be, and has been, lawfully subjected to the lien of the Substitute Mortgage and the Loan Documents without affecting the Lien of any other Mortgages or of the Loan Documents on any of the other Real Properties, (v) that subjecting the Substitute Property to the Lien of the Substitute Mortgage and the Loan Documents does not and will not affect or impair the ability of Lenders to enforce their remedies under all of the Mortgages and Loan Documents or to realize the benefits of the cross-collateralization, (w) that the Substitute Mortgage and the Loan Documents by which the Substitute Property will be encumbered have been duly authorized, executed and delivered by Borrower and the Company, as applicable; and are valid and enforceable in accordance with their terms, subject to bankruptcy and equitable principles, (x) that Borrower and the Company (if necessary) are qualified to do business and in good standing under the laws of the jurisdiction where the Substitute Property is located, (y) the encumbrance of the Substitute Property with the Liens of the Substitute Mortgage and the Loan Documents shall not cause a breach of, or a default under any agreement, document or instrument to which Borrower and the Company is a party or to which it or its properties are bound or affected and (z) the anticipated release and substitution will not affect the status of the Company as a qualified real estate investment trust and Borrower as a qualified Company subsidiary under Section 856 of the Code. iv. A certification by Borrower and the Company (x) that the certificates, opinions and other instruments which have been or are therewith delivered to or deposited with Lender in connection with such release and substitution conform to the requirements of this Agreement and the Mortgages, (y) that all conditions precedent herein have been complied with and (z) that all conditions precedent to the delivery of the Substitute Mortgage and Loan Documents contained in this Agreement have been fulfilled. v. Evidence that Borrower and the Company are, and will remain after the consummation of the transaction, Solvent. vi. Original executed counterparts of the Substitute Mortgage and the Loan Documents encumbering the Substitute Property, including without limitation, financing statements or other documents necessary to grant or perfect Lenders' first priority security interest in the new real property collateral fixtures and that portion personalty located thereon and the Rents derived therefrom, and an Environmental Indemnity Agreement. vii. A title insurance policy insuring the lien of the Property which will remain encumbered by Substitute Mortgage on the Substitute Property, insuring that the Substitute Mortgage following is a valid and enforceable first lien on the collateral substitution having: (a) a combined Debt Service Coverage Ratio good and marketable fee simple title or leasehold title, as applicable, of Borrower to the Substitute Property, in an amount equal to or greater than the higher of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion amount of the Loan allocated to the Substitute Property and showing no other liens and encumbrances (except those approved by Lenders), together with a "tie-in" and first loss endorsement satisfactory to Lenders, or, if such endorsement is not available in the state in which the Substitute Property is encumbered by the Mortgage at the time of Borrower’s request; and (b) a combined Loan-to-Value Ratio located, in an amount equal to or lesser than the lower of (i) sixtyone hundred twenty-five percent (65125%), or (ii) the Loan-to-Value Ratio of that portion of the amount of the Loan allocated by Lenders to the Substitute Property which is encumbered by together with a "last dollar endorsement". viii. Evidence to the Mortgage at effect that the time of Borrower’s request. The Substitute Property and the use thereof are in compliance with the applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable tozoning, subdivision, and engaged directly byall other applicable federal, Lenderstate or local laws and ordinances affecting the Substitute Property, and that all building and operating licenses and permits as well as all other licenses, permits, registrations, certifications or similar filings necessary for the use and occupancy of the Substitute Property have been obtained and are in full force and effect and in good standing. ix. An Environmental Report dated within six (6) months prior to delivery which appraisal(sstates that the Substitute Property does not contain any Hazardous Substances (as defined in the Mortgage) or risk of contamination from off-site Hazardous Substance, and which otherwise shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above Lenders. x. Payment of all Transaction Costs and other expenses incurred by Agent and the Lenders including reasonable counsel fees and disbursements in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown connection with the release of any Release Property and the Substitute Property and its inclusion as Collateral. xi. A survey of the LoanSubstitute Property certified to Agent, subject its successors and assigns, dated within 60 days prior to the satisfaction closing to include as Collateral the Substitute Property, prepared by a land surveyor licensed in the state where the Substitute Property is located pursuant to the then current ALTA/ACSM standards for title surveys and showing thereon the location of any conditions the perimeter of the Substitute Property by courses and distances, the lines of the streets abutting the Substitute Property and the width thereof, the on site improvements to prepaymentthe extent constructed and the relation of the on site improvements by distance to the perimeter of the Substitute Property, and the established building lines and the street lines, all encroachments and the extent thereof upon the Substitute Property and indicating that the on-site improvements to the extent constructed are within the lot and building lines of the Substitute Property, indicating whether the Substitute Property is in a flood plain and otherwise containing such items as are reasonably requested by the Lenders. xii. Payment of all recording charges, filing fees, taxes, or other expenses, including but not limited to intangibles taxes and documentary stamp taxes in connection with the payment recording of any prepayment fee or premiumthe Substitute Mortgage and the Lien necessary to grant and perfect Agent, for the benefit of Lenders, a first priority lien on and security interest in the Substitute Property. xiii. Operating statements for the Substitute Property, together with a mutually agreed-upon reduction year to date operating statement, current occupancy statements, and a budget for the current fiscal year, each certified by Borrower, and a certificate of no adverse change since the date thereof executed by the general partner of Borrower, in each case in form and substance satisfactory to Agent. xiv. Original certificates and copies of policies of insurance required by Agent under the terms of the Substitute Mortgage for the Substitute Property. xv. Evidence of the good standing in the committed amount state where the Substitute Property is located and in their respective states of organization of Borrower and the Company. xvi. Certified copies of all leases with respect to the Substitute Property and tenant Estoppel Certificates and Subordination, Non-Disturbance, and Attornment Agreements for such leases. xvii. Evidence to indicate compliance with all requirements of Applicable Laws and such evidence as Agent may deem necessary or appropriate to evidence the availability of all utilities, including water, sewers, gas and electricity, as may be necessary for the use of the LoanSubstitute Property as intended. xviii. The acceptance Certified copies of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors all contracts and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar agreements relating to the Loan management, leasing and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all operation of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinSubstitute Property.

Substitution of Collateral. Borrower may from time-to-At any time request that Lender accept substitute real property collateral in place of all or a portion during the term of the Property then encumbered by Loan, Lender will, at Borrower’s request and subject to all of the terms and conditions herein contained, permit a substitution and release (a “Substitution”) of the either of the Richmond property (Exhibit A-1 of the Mortgage. Any proposed substitute ) or the Fremont property collateral must(Exhibit A-2 of the Mortgage), provided that, in the aggregateconnection with any such Substitution, result in the new real property collateral and that portion Borrower shall satisfy each of the Property which will remain encumbered by following requirements. In connection with the Substitution, Borrower shall be entitled to obtain a release of the lien of the Mortgage from the applicable Richmond or Fremont property (for the purposes of this Section, the “Existing Premises”) upon the Substitution of another property or properties (the “Substitute Premises”) satisfactory to Lender (in its reasonable discretion) upon satisfaction of each of the following the collateral substitution havingterms and conditions: (a) a combined Debt Service Coverage Ratio equal to or greater than the higher of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at At the time of Borrower’s request; andrequest for a Substitution and at the time of the consummation of the proposed Substitution, there shall exist no Event of Default, and there shall exist no condition or state of facts, which with the passage of time or the giving of notice, or both, would constitute an Event of Default under the Loan Documents; (b) a combined Loan-to-Value Ratio equal The proposed Substitute Premises shall constitute the fee simple estate to or lesser than the lower of such property, and no joint venture (iexcept as outlined in Section 4.2.3(b)(i) sixty-five percent (65%herein), tenant-in-common or partnership interests or interests in ground leases shall be permitted; (iic) the Loan-to-Value Ratio of that portion The credit of the Property which tenant(s) (or if a lease is encumbered by guaranteed, the Mortgage at credit of the time of Borrower’s request. The applicable Debt Service Coverage Ratios guarantor so long as such lease is guaranteed pursuant to a guaranty satisfactory to Lender) occupying the Substitute Premises and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(sthe lease rollover schedule for such tenant(s) shall be satisfactory to Lender in its reasonable discretion; (d) Lender shall have received the following reports of the Substitute Premises each conforming to Lender’s then current report guidelines, which any such report shall be satisfactory to Lender in its reasonable discretion in all respects: (i) a physical condition report from an engineer or architect acceptable to Lender; (ii) a Phase I environmental report from an environmental consulting firm acceptable to Lender (Lender reserves the right to require a Phase II environmental report at Lender’s option in the event the Phase I discloses contamination or the need for further investigation, as reviewedbut only with Borrower’s prior written consent to such Phase II); (iii) a zoning report from a zoning company acceptable to Lender; (iv) a MAI appraisal from an appraiser acceptable to Lender; and (v) if applicable, adjusted and approved by seismic/soils/curtain wall report(s) from an engineer or architect acceptable to Lender. If any The cost of preparation of all such reports and all necessary inspections shall be paid by Borrower; (e) The Substitute Premises (including, without limitation, property type, the location, the demographics of the Debt Service Coverage Ratio or Loanmarket area, appearance, configuration, quality and age of the Substitute Premises) shall be satisfactory to Lender in Lender’s reasonable discretion. From a property type standpoint, Lender will only consider industrial, retail, office and multi-to-Value Ratio requirements specified above family; (f) Lender’s then current closing and underwriting requirements, shall be satisfied regarding the Substitute Premises, including without limitation, that: (i) all amendments to the Loan Documents shall be satisfactory to Lender, (ii) Lender receives a satisfactory legal opinion from Borrower’s counsel regarding such amended Loan Documents, (iii) title to the Substitute Premises shall be satisfactory in this Section 2.7 are not metall respects to Lender (including, without limitation, evidence that Lender shall have a first and exclusive mortgage lien on the fee simple interest in the Substitute Premises), (iv) Lender shall receive a satisfactory survey and title insurance policy, (v) Lender receives satisfactory evidence that the Substitute Premises complies with all applicable governmental requirements, and (vi) Borrower’s, and if applicable, tenant’s then current financial condition shall be satisfactory to Lender; (g) At the same time Borrower delivers its written notice to Lender requesting a Substitution, Borrower may satisfy shall pay to Lender a non-refundable administrative fee of $5,000 (the “Substitution Administrative Fee”), and the Substitution Administrative Fee shall be deemed earned by Lender upon Lender’s receipt of such requirements by making a voluntary paydown fee. At the closing of the LoanSubstitution, Borrower shall pay to Lender a non-refundable fee equal to $30,000, but Lender shall credit against such fee the Substitution Administrative Fee Borrower previously paid to Lender. The Substitution Administrative Fee and the fee due upon the closing of the Substitution shall be applied to cover all of Lender’s expenses, including, without limitation, travel and in-house legal, except for third party costs and expenses outlined in (d) above and (h) below, which shall be paid by Borrower in addition to such fees; (h) Whether or not the Substitution actually closes, Borrower shall pay all third party costs and expenses associated with the Substitution, including but not limited to, title insurance and survey fees and expenses, recording charges and taxes, documentary stamp taxes, intangible taxes, fees for Lender’s outside counsel (if any), and fees for the reports described in (d) above; (i) The Loan to value ratio of the Substitute Premises, DSC Ratio, value and income of the Substitute Premises shall all be subject to Lender’s approval in its reasonable discretion; (j) Lender determines in its reasonable discretion that the satisfaction Substitution would not result in a violation of the ERISA provisions contained herein, and Borrower delivers such certifications and other documents as Lender may request in connection therewith; (k) Lender is satisfied, and Borrower shall deliver such assurances as may be reasonably requested by Lender (including a reaffirmation certification or other agreement) that any conditions guaranty or indemnity or similar instrument delivered to prepaymentLender in connection with the Loan remains in full force and effect, including notwithstanding and taking into consideration the payment of any prepayment fee or premium, together with Substitution; (l) Any written request by Borrower to Lender for a mutually agreed-upon reduction in Substitution may be made no later than twelve (12) months prior to the committed amount Maturity Date of the Loan. The acceptance of Lender shall use reasonable efforts to process a request from Borrower to effect a Substitution within sixty (60) days from the request therefore, provided Lender has received: (1) all materials and information necessary to evaluate such substitute collateral request; and (2) the Substitution Administrative Fee. This Section 11.21 shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar personal to the original Borrower under the Loan and secured by industrial property (other than as outlined in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place)l) above, and if Lender agrees no Transferee shall have any rights under this Section to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinPremises.

Substitution of Collateral. Borrower may from time-to-At any time request that Lender accept substitute real property collateral in place of all or a portion during the term of the Property then encumbered by the Mortgage. Any proposed substitute property collateral mustLoan, in the aggregatewith ninety (90) days prior written notice to Lender, result in the new real property collateral and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution having: (a) a combined Debt Service Coverage Ratio equal to or greater than the higher of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 Borrower shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable toentitled (during any one loan year, and engaged directly by, Lender, but subject to the cumulative limits set out below) to substitute up to two (2) properties comprising the original Portfolio with properties ("Substitute Collateral") which appraisal(s) shall be satisfactory to Lender in Lender's sole discretion and shall meet all respectscriteria of Lender, including without limitation, the criteria set forth in subparagraphs (a) through (k) below. In evaluating the acceptability of the substitution, each of the following conditions must be satisfied: (a) No Event of Default or event which with the passage of time or giving of notice, or both, would constitute an Event of Default shall exist under the Documents at the time of the request or at the time of the substitution of collateral; (b) The Substitute Collateral shall only be an apartment complex satisfactory to Lender in Lender's sole discretion. The ownership entity of the Substitute Collateral shall be identical to the entity owning the Individual Property being transferred; (c) The location (including, without limitation, the character and demographics of the market area) of the Substitute Collateral shall be satisfactory to Lender in Lender's sole discretion; (d) The Substitute Collateral shall not be less than ninety-two percent (92%) occupied by third-party tenants in occupancy and paying rent at the time of substitution; (e) Lender shall have received a report from an engineer or architect chosen by Lender conforming with the guidelines then applicable to Lender's mortgage loans, which report shall be satisfactory in all respects to Lender in Lender's sole discretion. In addition, Lender shall have received an Environmental Report conforming with the guidelines then applicable to Lender's mortgage loans, which Environmental Report shall be satisfactory in all respects to Lender in Lender's sole discretion. The cost of preparation of all such reports and all necessary inspections shall be paid by Borrower; (f) The overall appearance, configuration, quality and age of the Substitute Collateral shall be satisfactory to Lender in Lender's sole discretion and shall equal or exceed the appearance, configuration, quality and age of the property being transferred. Lender shall have determined in its sole discretion, that following the proposed substitution, the entire Portfolio shall meet the leasing percentage requirements in the Assignment. (g) The value of the Substitute Collateral, as reviewed, adjusted and approved determined by Lender. If any , shall equal or exceed then-market value of the Debt Service Coverage Ratio property being transferred, and the Net Operating Income of the Substitute Collateral, as determined by Lender, shall equal or Loan-to-Value Ratio requirements specified above exceed Net Operating Income of the property being transferred; (h) To the extent applicable to the Substitute Collateral, all conditions that Borrower was obligated to meet and satisfy under the terms of the Application/Commitment in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown connection with the closing of the Loan, subject or, if required by Lender, Lender's then current closing requirements, shall be satisfied regarding the Substitute Collateral, including without limitation, that (i) all Loan Documents shall be satisfactory to Lender, (ii) Lender receives a satisfactory legal opinion from Borrower's counsel, (iii) title to the satisfaction Substitute Collateral shall be satisfactory in all respects to Lender (including, without limitation, evidence that Lender shall have a first and exclusive lien on the fee simple interest in the Substitute Collateral) and Lender shall have received a satisfactory survey and title insurance policy, (iv) Lender receives evidence that the Substitute Collateral complies with all applicable government requirements, (v) construction of any conditions the Substitute Collateral is complete and in accordance with the plans and specifications, (vi) all bills in connection with such construction have been paid in full, and (vii) Borrower's current financial condition shall be reasonably satisfactory to prepaymentLender. In addition, Lender shall have the right to modify the minimum leasing requirements for the Substitute Collateral to an appropriate level; (i) Borrower shall pay all costs and expenses associated with the substitution of the Substitute Collateral, including but not limited to, title insurance and survey fees and expenses, recording costs, documentary stamp taxes, intangible taxes, similar fees, and attorneys' fees (including attorneys' fees and expenses for Lender's staff attorneys and outside counsel), fees of Lender's architect and/or engineer, and fees related to the payment Environmental Report. In addition, Borrower shall pay to Lender a non-refundable servicing fee of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount 1.0% of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, Substituted Collateral's allocated loan balance at the time of Borrower’s requestthe request for substitution; (j) The Substitute Collateral shall not consist of any partial interests in a property, bases its determination including but not limited to partnership or joint venture interests; (k) The consent of whether or not to make loans similar Lender to the Loan substitution of collateral is expressly made subject to Lender's analysis and secured by industrial property in Southern California approval of the economic trends affecting the Substitute Collateral; and (except that in l) At the case time of debt service coverage ratio and loan-to-value ratio underwriting criteriathe request for substitution of collateral, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above Ratio, calculated with respect to the Portfolio as constituted prior to any substitution, is equal to or greater than 1.30 to 1.00. Lender shall control over have at least eighty (80) days in which to process any current underwriting standards then in place), and if Lender agrees request to accept such substitute collateral based on after receipt of (1) all materials necessary to evaluate such factors request and criteria(2) the fees required by subparagraph (i) above. Notwithstanding anything to the contrary in this Section 10.02 and Section 10.01 above, then (x) Borrower and Guarantor shall only have the acceptance right, during any one loan year, to a cumulative total of such substitute (1) two partial releases, (2) two substitutions of collateral, or (3) one partial release and one substitution of collateral such and (y) after any partial release or substitution of collateral, the remaining Individual Properties (including any substituted property which becomes part of the Individual Properties) shall always be subject to in at least three markets with no more than thirty-five percent (35%) of the total value (as determined by Lender) of all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth Individual Properties in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinany one market.

Substitution of Collateral. Borrower may from time-to-time request that Lender accept substitute real property collateral in place of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, in the aggregate, result in the new real property collateral and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution having: (a) The Trust shall be permitted, from time to time, to withdraw Subject Shares from the Custody Account and the security interest under the Pledge Agreement, provided, however, that the Trust shall substitute therefor, in a combined Debt Service Coverage Ratio equal manner and pursuant to agreements and arrangements reasonably satisfactory to the Company under which the Company shall have a perfected security interest therein subject to no prior liens or security interests other than liens and security interests theretofore applicable to the Subject Shares withdrawn prior to or greater than the higher of concurrently with any such withdrawal, either (i) 1.35 an amount in cash (the "CASH COLLATERAL") at least equal to 1.00 the Minimum Required Amount or (ii) an equal number of Subject Shares (the Debt Service Coverage Ratio number of that portion Subject Shares from time to time so withdrawn, "WITHDRAWN SHARES"). The "MINIMUM REQUIRED AMOUNT" means 120% of the Property which is encumbered by product of the Mortgage at fair market value of the time assets comprising a Subject Share and the number of Borrower’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than Withdrawn Shares. For purposes of the lower of preceding sentence, the fair market value (i) sixty-five percent (65%), of a share of Common Stock shall be the Current Market Price Per Common Share as of the Determination Date or (ii) of any other publicly traded securities shall be deemed to be the Loan-to-Value Ratio of that portion average (weighted by trading volume) of the Property which is encumbered by daily closing prices (as reported in The Wall Street Journal or other recognized source of financial information) of such securities on the Mortgage at principal securities exchange on which, or the time principal securities market in which, such securities are traded during the 20 consecutive trading days immediately prior to such date and (iii) of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respectsany other assets, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith by the Board of Directors of the Company. The required amount of Cash Collateral shall be recalculated weekly by the Custodian, which shall deliver promptly (by telecopier in accordance with Section 4.05) a written notice of such recalculation to the Trust (a "CUSTODIAN'S NOTICE"). Cash Collateral shall be remitted by the Custodian to, or additional Cash Collateral (or Subject Shares) which may be required shall be deposited in the Custody Account by, the Trust based upon the most recent Custodian's Notice, to the extent, but only to the extent, the value of the Cash Collateral is greater or less than, as the case may be, the then current Minimum Required Amount. Any payment by or to the Trust shall be made on the factors and criteria upon which Lender, at second Business Day after the time date of Borrower’s request, bases its determination the Custodian's Notice. Any income in respect of whether or not to make loans similar the Cash Collateral shall be paid to the Loan and secured by industrial property in Southern California (except Trust; provided that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such income shall be subject to all of retained by the underwriting and due diligence requirements and loan documentation as were applicable Custodian to the making extent necessary to bring the Trust into compliance with the provisions of the Loan, including the requirements set forth this Section 3.05. Cash Collateral may be invested only in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinU.S. Government debt securities having a maturity of less than 90 days.

Substitution of Collateral. The Borrower may may, from time to time-to-time request , replace any Eligible Container included in the Collateral (each, a “Released Container”) with a replacement Container (each, a “Substitute Container”), provided that Lender accept substitute real property collateral in place of (A) all or a portion of the Property then encumbered by following conditions are met in connection with such substitution and (B) to the Mortgage. Any proposed substitute property collateral mustextent any such condition is measured at the end of a calendar quarter, all Containers released or added, as applicable, within such calendar quarter shall be considered on an aggregate basis in the aggregate, result in the new real property collateral and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingdetermining whether such condition has been satisfied: (a) a combined Debt Service Coverage Ratio equal to or greater than the higher of (i) 1.35 to 1.00 or each Substitute Container is an Eligible Container; (ii) no Event of Default exists on the Debt Service Coverage Ratio date of release of any Released Container or will exist giving effect thereto; (iii) on the date of such substitution, such Substitute Container(s) delivered on such date are comparable to the Released Containers released on such date; that portion is the Substitute Container(s) are of the Property same or functionally similar type (e.g., dry cargo containers substituted for dry cargo containers and refrigerated containers substituted for refrigerated containers) as, and having Net Book Values not less than the Net Book Values of, the Released Containers, and which is encumbered are not otherwise selected by the Mortgage at the time of Borrower’s requestBorrower using any materially adverse selection criteria; and (biv) a combined Loan-to-Value Ratio the sum of the Net Book Values of all Substitute Containers that have been substituted for Released Containers since the Closing Date does not, without the prior written consent of the Required Lenders (such consent to not be unreasonably withheld), exceed an amount equal to or lesser than the lower of either (i1) sixtyduring any 12-month period, five percent (655%) of the Aggregate Note Principal Balance on the Closing Date or (2) during the term of this Term Loan Agreement, twenty percent (20%) of the Aggregate Note Principal Balance on the Closing Date. The Substitute Container(s) and all the Related Assets shall become Collateral subject to this Term Loan Agreement and the Security Agreement and the security interest granted to the Collateral Agent pursuant to the Security Documents. The Borrower shall take all necessary action, and any action that the Collateral Agent reasonably determines is advisable, to protect and perfect the Collateral Agent’s Lien in the Substitute Container(s). Upon the Collateral Agent’s obtaining a first priority perfected Lien in the Substitute Container(s), or (ii) the Loan-to-Value Ratio of that portion of Collateral Agent shall release its Lien in each Released Container and all the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinRelated Assets.

Substitution of Collateral. Notwithstanding the provisions of this Agreement or any of the Loan Documents to the contrary, Borrower may from time-to-time submit a written request (“Substitution Request”), upon at least ninety (90) days prior notice, that Lender accept substitute real property collateral in place permit a substitution (each a “Substitution”) of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, (each a “Substitute Property”) (which previously has not been the subject of inclusion in the aggregate, result collateral for the Loan) for any individual Property on the list in the new real property collateral chart in subparagraph 3.07 (i) herein (in such capacity a “Replaced Property”) upon and that portion of subject to the Property which will remain encumbered by the Mortgage following the collateral substitution havingterms and conditions: (a) Borrower must submit a combined Debt Service Coverage Ratio equal Substitution Request, identifying the proposed Substitute Property and the proposed Replaced Property at least ninety (90) days prior to or greater than the higher of (i) 1.35 proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitution and the proposed Substitute Property pursuant to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s requestits then customary underwriting and pricing criteria. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by “Principal Allocation” Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not would determine to make loans similar allocate to the Loan Substitute Property must be at least equal to the amount of the then remaining Principal Allocation for the proposed Replaced Property, and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteriafor the Lender’s proposed Principal Allocation for the Substitute Property, based upon a current MAI appraisal in accordance with subparagraph (h) below, must be at least equal to the Debt Service Coverage Ratio and Loanthen current loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then value ratio for the acceptance of such substitute collateral such shall be subject to all of the proposed Replaced Property. In its underwriting and due diligence requirements pricing analysis, Lender may review items such as, but not limited to, location, occupancy, lease term, rollover, tenant exposure, tenant’s credit, average daily room rates and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinoperating statements.

Substitution of Collateral. Borrower may from time-to-time request shall be entitled to substitute a property (being defined as releasing a property that Lender accept substitute real then constitutes security for the Loan (the "Released Property")) and substituting another property collateral owned in fee by Borrower (the "Substitute Property") in its place of all or a portion of on the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, in the aggregate, result in the new real property collateral following terms and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingconditions: (a) A substitution may not take place more than three (3) times during the term of the Loan and the Related Loans; (b) No more than three (3) properties (in the aggregate) may be released under this Section 6.16 and Section 5.16 of each Related Mortgage, and no more than a combined total of three (3) of the Mortgaged Properties may be released under (i) Section 6.15 above and Section 5.15 of each Related Mortgage, and (ii) this Section 6.16 and Section 5.16 of each Related Mortgage; (c) After the proposed substitution, the Debt Service Coverage Ratio - Remaining Properties for the twelve (12) months prior to the substitution and projected twelve (12) months following the substitution must be at least equal to or greater than the higher greater of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%)1.65, or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the current Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met- Mortgaged Properties calculated for the twelve (12) month period prior to the substitution; (d) After the proposed substitution, Borrower may satisfy such requirements by making a voluntary paydown the loan to value ratio of the Loan, subject remaining Related Loans must be less than or equal to the satisfaction lesser of any conditions (i) 60%, or (ii) the current loan to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount value ratio of the Loan. The acceptance of such substitute collateral shall be existing Loan and Related Loans calculated immediately prior to the substitution based upon appraisals furnished to Lender in Lender’s sole discretion but shall be determined form and substance reasonably satisfactory to Lender and prepared by an MAI appraiser approved by Lender in good faith based on at Borrower's cost; (e) The net operating income and/or RevPar (as reported by Smitx Xxxvel) of the factors and criteria upon which Lender, at Substitute Property must not show a downward trend for any of the time of Borrower’s request, bases its determination of whether or not to make loans similar three (3) years prior to the Loan substitution; (f) The appraised value (based upon appraisals furnished to Lender in form and secured substance reasonably satisfactory to Lender and prepared by industrial property in Southern California (except that in an MAI appraiser approved by Lender at Borrower's cost), the case of net operating income and current debt service coverage ratio of the Substitute Property must be 120% greater than the appraised value, net operating income and loan-to-the debt service coverage ratio of the Released Property; (g) Lender may at its sole discretion reject any property substitution that in Lender's sole determination would not be in compliance with the terms and provisions of the Loan Application, would be detrimental to the overall quality and/or value ratio underwriting criteriaof the Mortgaged Properties, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current or would not be in compliance with Lender's then existing underwriting standards then in place)and criteria; (h) The Substitute Property must be franchised as a "Sheraton or Sheraton Suites", or other franchise reasonably acceptable to Lender, and if Lender agrees managed by the manager under the Management Agreement or another a nationally recognized hotel management company with a franchise and hotel agreement similar to accept the Management Agreement or otherwise reasonably acceptable to Lender; (i) Borrower must pay (i) all of Lender's costs (all of which must be paid, whether or not such substitution is actually approved or completed) associated with the substitution including but not limited to legal fees, appraised fees, market studies and expenses, title insurance premiums on the new property, engineering fees and expenses, recording fees and transfer taxes, and (ii) a fee of 1% of the original Allocated Loan Amount for the Released Property; (j) The Loan and any Related Loan shall not be in Default at the time such request for substitution is made through the completion of the substitution; (k) The original Borrower named in the Loan Documents and Related Loan Documents continues to be the owner of the Remaining Mortgaged Properties; and (l) In order to substitute one property for another as security for the Loan or any Related Loan, Borrower acknowledges that such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such property shall be subject to all of the Lender's underwriting and due diligence requirements and loan documentation as were applicable criteria, including, without limitation, environmental assessment, review of leases, receipt of tenant subordination letters, title policy endorsements, etc. Borrower agrees that the Substitute Property shall be subject to all the making terms and conditions of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinLoan Application.

Substitution of Collateral. Borrower may from time-to-time request shall be entitled to substitute a property (being defined as releasing a property that Lender accept substitute real then constitutes security for the Loan (the "Released Property")) and substituting another property collateral owned in fee by Borrower (the "Substitute Property") in its place of all or a portion of on the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, in the aggregate, result in the new real property collateral following terms and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingconditions: (a) A substitution may not take place more than three (3) times during the term of the Loan and the Related Loans; (b) No more than three (3) properties (in the aggregate) may be released under this Section 6.16 and Section 5.16 of each Related Mortgage, and no more than a combined total of three (3) of the Mortgaged Properties may be released under (i) Section 6.15 above and Section 5.15 of each Related Mortgage, and (ii) this Section 6.16 and Section 5.16 of each Related Mortgage; (c) After the proposed substitution, the Debt Service Coverage Ratio - Remaining Properties for the twelve (12) months prior to the substitution and projected twelve (12) months following the substitution must be at least equal to or greater than the higher greater of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%)1.65, or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the current Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met- Mortgaged Properties calculated for the twelve (12) month period prior to the substitution; (d) After the proposed substitution, Borrower may satisfy such requirements by making a voluntary paydown the loan to value ratio of the Loan, subject remaining Related Loans must be less than or equal to the satisfaction lesser of any conditions (i) 60%, or (ii) the current loan to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount value ratio of the Loan. The acceptance of such substitute collateral shall be existing Loan and Related Loans calculated immediately prior to the substitution based upon appraisals furnished to Lender in Lender’s sole discretion but shall be determined form and substance reasonably satisfactory to Lender and prepared by an MAI appraiser approved by Lender in good faith based on at Borrower's cost; (e) The net operating income and/or RevPar (as reported by Smitx Xxxvel) of the factors and criteria upon which Lender, at Substitute Property must not show a downward trend for any of the time of Borrower’s request, bases its determination of whether or not to make loans similar three (3) years prior to the Loan substitution; (f) The appraised value (based upon appraisals furnished to Lender in form and secured substance reasonably satisfactory to Lender and prepared by industrial property in Southern California (except that in an MAI appraiser approved by Lender at Borrower's cost), the case of net operating income and current debt service coverage ratio of the Substitute Property must be 120% greater than the appraised value, net operating income and loan-to-the debt service coverage ratio of the Released Property; (g) Lender may at its sole discretion reject any property substitution that in Lender's sole determination would not be in compliance with the terms and provisions of the Loan Application, would be detrimental to the overall quality and/or value ratio underwriting criteriaof the Mortgaged Properties, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current or would not be in compliance with Lender's then existing underwriting standards then in place)and criteria; (h) The Substitute Property must be franchised as a "Sheraton or Sheraton Suites", or other franchise reasonably acceptable to Lender, and if Lender agrees managed by the manager under the Management Agreement or another a nationally recognized hotel management company with a franchise and hotel agreement similar to accept the Management Agreement or otherwise reasonably acceptable to Lender; (i) Borrower must pay (i) all of Lender's costs (all of which must be paid, whether or not such substitution is actually approved or completed) associated with the substitution including but not limited to legal fees, appraised fees, market studies and expenses, title insurance premiums on the new property, engineering fees and expenses, recording fees and transfer taxes, and (ii) a fee of 1% of the original Allocated Loan Amount for the Released Property; (j) The Loan and any Related Loan shall not be in Default at the time such request for substitution is made through the completion of the substitution; (k) The original Borrower named in the Loan Documents and Related Loan Documents continues to be the owner of the Remaining Mortgaged Properties; and (l) In order to substitute one property for another as security for the Loan or any Related Loan, Borrower acknowledges that such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such property shall be subject to all of the Lender's underwriting and due diligence requirements and loan documentation as were applicable criteria, including, without limitation, environmental assessment, review of leases, receipt of tenant subordination letters, title policy endorsements, etc. Borrower agrees that the Substitute Property shall be subject to all the making terms and conditions of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth herein.Loan Application. 61 66

Substitution of Collateral. Borrower may from time-to-time request Provided that Lender accept substitute real property collateral in place of all or a portion of the Property then encumbered Initial Funding and Second Funding have occurred and the Loan is secured by the Mortgage. Any proposed substitute property collateral must, in the aggregate, result in the new real property collateral and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution having: (a) a combined Debt Service Coverage Ratio equal to or greater than the higher of (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not metTX Investment, Borrower may satisfy such requirements by making a voluntary paydown may, up to one (1) time during the term of the Loan, subject to the satisfaction conditions set forth herein, request that Lender release either the TN Investment or the WA Investment from the balance of any the Secured Property (the “Released Secured Property”) from the lien of Lender’s Mortgage and substitute another property or properties owned in fee simple by Borrower (collectively, the “Substitute Secured Property”) in its place (hereinafter a “Substitution”). Borrower shall provide written notice to Lender at least forty-five (45) days prior to the desired closing date of the proposed Substitution (the “Substitution Date”). Lxxxxx’s approval of the proposed Substitution is subject to the following terms and conditions (the “Substitution Conditions”): (a) In addition to prepaymentthe other requirements set forth herein, including Lxxxxx’s consideration of Bxxxxxxx’s request for a Substitution is subject to Borrower’s fulfillment of at least the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction same documentation submission and other requirements set forth in the committed amount of the Loan. The acceptance of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place), and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation Application as were applicable to the making Released Secured Property as a condition to the initial funding of the Loan. As a result, including at least thirty (30) days prior to the Substitution Date, Borrower shall submit each of the following documents to State Lender and its outside counsel, as applicable: (i) The Documentation set forth in Sections 2 and 3 of the General Terms and Conditions of the Application, including, without limitation, “as built” plans and specifications for the Improvements in the Substitute Secured Property (if available), a current Property Conditions Report of the Improvements certified to Lender in the form of Exhibit E-1 to the Application, a Phase I Environmental Report certified to Lender in the form of Exhibit F to the Application, an M.A.I. Appraisal certified to Lender, photographs of the Improvements, evidence of insurance coverage, a title insurance commitment in the form of Exhibit G, an ALTA/NSPS land title survey in the form of Exhibit H to the Application, evidence of zoning, building code and parking code compliance in the form of a report from Planning and Zoning Resource Corporation or similar service acceptable to Lender, certificates of occupancy and evidence that the Substitute Secured Property is a separate tax parcel or tax parcels. All such Documentation shall be subject to the general requirements set forth in Section 1 of the closing checklist General Terms and Conditions of the Application and must be in Schedule C form and substance acceptable to Lender and its outside counsel; (ii) Operating statements for the Substitute Secured Property showing all elements of income and expense; (iii) Financial statements (consisting of a balance sheet and an income and expense statement) for Borrower (and the entity affiliated with Borrower which owns a leasehold interest in the WA Investment); (iv) A current rent roll and complete copies of all leases in the Substitute Secured Property; (v) Lender’s form of Property Information Questionnaire in the form of Exhibit D to the term sheet for Application. The responses made by Borrower in such Questionnaire shall be satisfactory to Lender in its sole discretion; (vi) Evidence that the LoanSubstitute Secured Property is managed by either: (i) Borrower or an entity affiliated with Borrower and approved by Lender, provided that Borrower or the affiliated entity is managing the Secured Property in a first-class manner; or (ii) a professional property management company approved by Lender. The management of the Substitute Secured Property is subject to the terms of Section 12 of the General Terms and Conditions of the Application. The requested Substitution and accompanying Documentation shall be reviewed by Lxxxxx and its outside counsel. Lender reserves the right to impose additional requirements to its approval of the Substitution following the consideration of the Substitution by Lxxxxx’s Investment Review Committee. (b) The Substitute Secured Property must (i) be of similar type, quality and size to the Released Secured Property and must be located in a top 50 Metropolitan Statistical Area; and (ii) not be located in the State of New York; (c) Lender may in its sole discretion reject any Substitution that in Lxxxxx’s determination is not in compliance with the terms and conditions set forth herein.; (d) All leases in the Substitute Secured Property must have terms and conditions acceptable to Lender in its sole discretion. The tenants occupying the Substitute Secured Property must have an identity, composition, financial condition, creditworthiness and business reputation acceptable to Lender in its sole discretion; (e) After giving effect to the proposed Substitution, Bxxxxxxx’s Debt Service Coverage Ratio must be at least 1.5 to 1.0 (with Borrower having the right to pay down the Loan to satisfy this requirement); (f) After the proposed Substitution, (i) the Loan to Value Ratio for the Substitute Secured Property must be not more than 0.55 to 1.0, as determined by Lender based on the M.A.I. appraisal submitted by Borrower to Lender in connection with the Substitution, provided, that if the applicable Substitute Secured Property is being acquired by Borrower, then such ratio shall be calculated based upon the portion of the Loan allocated to such Substitute Secured Property divided by the purchase price for such Substitute Secured Property as shown on the closing statement executed by Borrower in connection with the acquisition thereof, and (ii) the Loan to acquisition cost with respect to such Substitute Secured Property shall not exceed 55% (Borrower shall have the right to pay down the Loan to satisfy this requirement); (g) For each Substitution, Borrower shall pay an administrative processing fee to Lender equal to $20,000.00 for each Independent Parcel (defined below) comprising or contained within the Substitute Secured Property, which fee shall be paid together with and in addition to all of Lender’s expenses in connection with the review and/or preparation of any Documentation related to the Substitution, including, but not limited to, the fees and expenses of Lender’s outside counsel regardless of whether the Substitution is approved by Lender or is ultimately completed (for purposes hereof, the phrase “Independent Parcel” shall mean any parcel or group of parcels of improved real property that are (X) contiguous or adjacent parcels (Y) existing within a common development or project and (Z) located within the same jurisdiction);

Substitution of Collateral. Upon prior written notice to Lender, Borrower may shall be entitled to obtain a release of an Individual Property (for the purposes of this Section 4, the “Exiting Property”) from time-to-time request that the lien of the Loan Documents and the Cross Collateral Documents upon substituting therefor (a “Substitution”) another property (the “Substitute Property”) satisfactory to Lender accept substitute real property collateral (in place its sole discretion) and upon satisfaction (as determined by Lender in its sole discretion) of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, in the aggregate, result in the new real property collateral following terms and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingconditions: (a) At the time of such Borrower’s request for a combined Debt Service Coverage Ratio equal Substitution and at the time of the proposed Substitution, there shall exist no Event of Default, and there shall exist no condition or state of facts, which with the passage of time or the giving of notice, or both, would constitute an Event of Default under the Loan Documents; (b) No Event of Default shall have occurred under any of the Loan Documents at any time from the Closing Date to or greater the date of the consummation of the proposed Substitution; (c) A Substitution shall involve only one (1) Individual Property; (d) The Substitution shall be in conjunction with the sale of the one (1) Individual Property to a third party unrelated to any of the Borrowers, and Lender shall not be obligated to consummate the Substitution in the event the proposed sale of the Individual Property shall not actually be consummated; (e) Upon the applicable Borrower’s written request for a Substitution, such Borrower shall deliver to Lender a copy of the then-current draft of the sale agreement pertaining to the sale of the Exiting Property, and as soon as available after Borrower’s written request for a Substitution, Borrower shall deliver to Lender a copy of the fully executed sale agreement (along with a marked copy of such fully executed sale agreement indicating all changes made after the draft of the sale agreement previously delivered to Lender), but in no event shall the delivery of such fully executed sale agreement and such marked sale agreement be later than two (2) business days after such Borrower’s execution of such sale agreement, and in all events such delivery shall be made at least thirty (30) days prior to the end of Lender’s period (as specified below) for processing such Substitution; (f) Any written request by a Borrower to Lender for a Substitution must be received no sooner than the higher later of (i) 1.35 to 1.00 nine (9) months after the Closing or (ii) nine (9) months after the completion of the most recent Substitution, and any such written request must be received no later than twelve (12) months prior to the maturity date of the Loans; (g) The proposed Substitute Property shall constitute the fee simple estate to such property, and no joint venture or partnership interests or interests in ground leases shall be permitted; (h) The ownership entity of the Substitute Property shall be identical to the entity that owned the Exiting Property; (i) At the time of any Substitution, the Substitute Property shall not be less than eighty-two percent (82%) occupied by third-party tenants in occupancy and paying rent, and free rent or other rental concessions shall have been extinguished except as may otherwise be approved in writing by Lender; (j) The credit of the tenants (or if a lease is guaranteed, the credit of the guarantor so long as such lease is guaranteed pursuant to a guaranty satisfactory to Lender) occupying the Substitute Property and the lease rollover schedule for such tenants shall be satisfactory to Lender. In addition, Lender shall have the right to set the minimum leasing requirements for the Substitute Property; (k) Lender shall have received a physical condition report (conforming with Lender’s then-current guidelines and report requirements) of the Substitute Property from an engineer or architect chosen by Lender, which report shall be satisfactory in all respects to Lender. In addition, Lender shall have received an Environmental Site Assessment (conforming with Lender’s then-current guidelines and report requirements) of the Substitute Property from an environmental consulting firm chosen by Lender, which Environmental Site Assessment shall be satisfactory in all respects to Lender. The cost of preparation of all such reports and all necessary inspections shall be paid by Borrower; (l) The Substitute Property (including, without limitation, the location, the demographics of the market area, appearance, configuration, quality and age of and access to the Substitute Property) shall be satisfactory to Lender; (m) The value and NOI of the Substitute Property shall equal or exceed the then-market value and NOI of the Exiting Property, all as determined by Lender; (n) All conditions that Borrowers were obligated to meet and satisfy under the terms of the Application in connection with the closing of the Loans, or, if required by Lender, Lender’s then current closing and underwriting requirements, shall be satisfied regarding the Substitute Property, including without limitation, that (i) all Loan Documents shall be satisfactory to Lender, (ii) Lender receives a satisfactory legal opinion from the applicable Borrower’s counsel, (iii) title to the Substitute Property shall be satisfactory in all respects to Lender (including, without limitation, evidence that Lender shall have a first and exclusive Lien on the fee simple interest in the Substitute Property), (iv) Lender shall receive a satisfactory survey and title insurance policy, (v) Lender receives satisfactory evidence that the Substitute Property complies with all applicable governmental requirements, and (vi) Borrowers’ current financial condition shall be satisfactory to Lender; (o) At the same time the applicable Borrower delivers its written notice to Lender requesting a Substitution, such Borrower shall pay to Lender a non-refundable administrative fee of $10,000 (the “Substitution Administrative Fee”), and the Substitution Administrative Fee shall be deemed earned by Lender upon Lender’s receipt of such fee. At the closing of the Substitution, Borrower shall pay to Lender a non-refundable fee of one-half of one percent (0.5%) of the Allocated Loan Amount for the Exiting Property; provided, however, that Lender shall credit against such non-refundable fee paid at the closing of the Substitution the Substitution Administrative Fee that such Borrower previously paid to Lender. Neither the Substitution Administrative Fee nor the non-refundable fee paid at the closing of the Substitution shall be applied to the applicable Individual Loan or the outstanding principal balance due under the Loan; (p) Whether or not the Substitution actually closes, Borrowers shall pay all costs and expenses associated with the Substitution, including but not limited to, title insurance and survey fees and expenses, recording charges and taxes, documentary stamp taxes, intangible taxes, reasonable attorneys’ fees (including reasonable attorneys’ fees and expenses for Lender’s staff attorneys and outside counsel), reasonable fees of Lender’s architect and/or engineer, and reasonable fees related to the Environmental Site Assessment; (q) Lender shall have determined that, after giving effect to the proposed Substitution (excluding the Exiting Property, but including the Substitute Property), the Loan to Value Ratio for the Security Pool shall not exceed sixty-two percent (62%), and Lender shall have determined that, after giving effect to the proposed Substitution (excluding the Exiting Property, but including the Substitute Property), the Debt Service Coverage Ratio for the Security Pool shall be at least 1.90 to 1.00; (r) [intentionally omitted]; (s) If the Exiting Property is a self-storage facility, the Substitute Property must be a self-storage facility; (t) Lender shall have determined that, following the Substitution, the aggregate value of that portion all Individual Properties in any one metropolitan area remaining in the Security Pool shall not exceed ten percent (10%) of the Property total value of all Individual Properties remaining in the Security Pool (with the exception of Fort Xxx, New Jersey, and South Florida, in which is encumbered by case the Mortgage at the time of Borrower’s request; andtotal value cannot exceed thirty percent (30%); (bu) Borrowers shall only have the right to a combined Loan-to-Value Ratio equal to or lesser than cumulative total (during the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion entire term of the Property which is encumbered by Loans) of three (3) Substitutions; (v) Lender shall have determined, that following the Mortgage at Substitution, the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance Individual Loans of such substitute collateral all Individual Properties that comprised part of the Security Pool on the Closing Date and that would remain as part of the Security Pool, shall be greater than sixty (60%) of the total original principal amount of the Loans; (w) Lender’s decision to accept or reject any proposed Substitute Property shall be in Lender’s sole discretion but and absolute discretion, it being understood that, without limiting the foregoing, under no circumstances shall be the Substitute Property qualify for a Substitution unless the value of the Substitute Property is, in Lender’s sole judgment, equal to or greater than one hundred percent (100%) of the value of the Exiting Property, as determined by Lender, and is at least equal to the Exiting Property in each of the following respects: (a) stability of cash flow, taking into consideration weighted average lease maturities; (b) tenant credit and quality and diversification; (c) building quality and diversification; and (d) location quality and diversification. Borrowers acknowledge that Lender may reject a property proposed as a Substitute Property for any reason or without giving a reason, and Borrowers assume such risk notwithstanding that it may spend substantial resources preparing the reports and other information required by Lender with respect to the Substitute Property; (x) Lender determines in its sole discretion that the Substitution would not result in a violation of the ERISA provisions contained in Lender’s then-current guidelines and requirements, and Borrowers delivers such certifications and other documents as Lender may request in connection therewith; (y) Lender is satisfied, and Borrowers shall deliver such assurances as may be reasonably requested by Lender (including a reaffirmation certification or other agreement) that any guaranty, indemnity or similar instrument delivered to Lender in good faith based on connection with the factors Loans remains in full force and criteria upon which Lendereffect, notwithstanding and taking into consideration the Substitution; and (z) The Individual Loan associated with the Substitute Property shall have the same unpaid principal balance allocated to such Individual Loan as the then-existing unpaid principal balance allocated to the Individual Loan associated with the Exiting Property at the time of the closing of the Substitution. Lender shall have sixty (60) days in which to process any request to effect a Substitution after receipt of (1) all materials and information necessary to evaluate such request and (2) the Substitution Administrative Fee. Within ten (10) business days following Lender’s receipt of Borrower’s notice to effect a Substitution and the Substitution Administrative Fee, Lender shall preliminarily notify Borrower of any materials or information missing from documentation submitted to Lender with such written notice and which are needed by Lender to evaluate such request, bases its determination of whether or not to make loans similar . This Section 4 shall be personal to the Loan and secured by industrial property in Southern California (except that in original Borrowers under the case of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place)Loans, and if Lender agrees to accept such substitute collateral based on such factors and criteria, then the acceptance of such substitute collateral such no transferee shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinhave any rights under this Section 4.

Substitution of Collateral. Borrower may from time-to-At any time request that Lender accept substitute real property collateral in place of all or a portion after the Release Date but prior to the Optional Prepayment Date, upon satisfaction of the Property then encumbered by the Mortgage. Any proposed substitute property collateral mustfollowing conditions, Lender shall, in the aggregate, result in the new real property collateral and that portion case of any of the Property which will remain encumbered by Parcels permit Borrower to substitute a different property (a "Replacement Parcel") for an original Parcel (the "Replaced Parcel"), and following such substitution, Lender shall release the Mortgage following and any other Loan Documents from the collateral substitution having: (a) a combined Debt Service Coverage Ratio equal to or greater than the higher of Replaced Parcel: (i) 1.35 to 1.00 or (ii) the Debt Service Coverage Ratio of that portion sum of the Property Allocated Loan Amount for the proposed Replaced Parcel and the Allocated Loan Amounts for all other Replaced Parcels which is encumbered by the Mortgage at the time of Borrower’s request; and have previously been substituted for shall not exceed One Hundred Percent (b100%) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (ii) the Loan-to-Value Ratio of that portion of the Property which is encumbered by the Mortgage at the time of Borrower’s request. The applicable Debt Service Coverage Ratios and Loan-to-Value Ratios specified above in this Section 2.7 shall be determined by an appraisal or appraisals prepared by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted and approved by Lender. If any of the Debt Service Coverage Ratio or Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown of the Loan, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium, together with a mutually agreed-upon reduction in the committed amount of the Loan. The acceptance ; (ii) no Event of Default shall have occurred and be continuing with respect to the Loan; (iii) the Borrower amends this Agreement, the Note and the other Loan Documents and executes such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which other documentation as Lender, at the time Servicer, or a Rating Agency may require to evidence the addition of Borrower’s request, bases its determination of whether or not to make loans similar to the Replacement Parcel as collateral for the Loan and secured by industrial to confirm the enforceability of the Loan Documents; (iv) Lender receives a Qualified Survey for the Replacement Parcel; (v) Lender approves the status of title to the Replacement Parcel and obtains a Qualified Title Insurance Policy for the Replacement Parcel; (vi) Lender receives such environmental, engineering, soil, and other property condition reports regarding the Replacement Parcel as Lender may require, all of which reports must be satisfactory to Lender; (vii) Lender shall have received appraisals prepared in Southern California accordance with FIRREA which are satisfactory to Lender and which demonstrate that the fair market value of the Replacement Parcel equals or exceeds the fair market value of the Replaced Parcel; (except that viii) if the Replacement Parcel is a previously developed property, for the twelve month period prior to the transfer, the Net Operating Income for the Replacement Parcel shall have equaled or exceeded the Net Operating Income for the Replaced Parcel; (ix) if the Replacement Parcel is a newly developed property, the projected annualized Net Operating Income for the Replacement Parcel shall have equaled or exceeded the Net Operating Income for the Replaced Parcel for the twelve month period prior to the transfer; (x) on a pro forma basis, for the twelve month period after the transfer, the Net Operating Income for the Replacement Parcel is projected to equal or exceed the Net Operating Income for the Replaced Parcel; (xi) the Borrower confirms all warranties and representations contained in the case Loan Documents with respect to the Property assuming the inclusion of debt service coverage ratio and loan-to-value ratio underwriting criteria, the Debt Service Coverage Ratio and Loan-to-Value Ratio tests specified above shall control over Replacement Property; (xii) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any current underwriting standards then in place)Rating Agency may require, and if such due diligence items are satisfactory to Lender agrees to accept and the Rating Agencies; and (xiii) each Rating Agency confirms in writing that any rating issued by such substitute collateral based on such factors and criteriaRating Agency in connection with a Securitization will not be downgraded, then the acceptance of such substitute collateral such shall be subject to all qualified, or withdrawn as a result of the underwriting and due diligence requirements and loan documentation as were applicable to the making substitution of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereinReplacement Parcel.

Substitution of Collateral. Notwithstanding the provisions of this Agreement or any of the Loan Documents to the contrary, Borrower may from time-to-time submit a written request (“SUBSTITUTION REQUEST”), upon at least ninety (90) days prior notice, that Lender accept substitute real property collateral in place permit a substitution (each a “SUBSTITUTION”) of all or a portion of the Property then encumbered by the Mortgage. Any proposed substitute property collateral must, (each a “SUBSTITUTE PROPERTY”) (which previously has not been the subject of inclusion in the aggregate, result collateral for the Loan) for any individual Property on Schedule I (in such capacity a “REPLACED PROPERTY”) upon and subject to the new real property collateral following terms and that portion of the Property which will remain encumbered by the Mortgage following the collateral substitution havingconditions: (a) Borrower must submit a combined Debt Service Coverage Ratio Substitution Request, identifying the proposed Substitute Property and the proposed Replaced Property at least ninety (90) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitution and the proposed Substitute Property pursuant to its then customary underwriting and pricing criteria. The amount of the “PRINCIPAL ALLOCATION” Lender would determine to allocate to the Substitute Property must be at least equal to the amount of the then remaining Principal Allocation for the proposed Replaced Property, and the loan-to-value ratio for the Lender’s proposed Principal Allocation for the Substitute Property, based upon a current MAI appraisal in accordance with SUBPARAGRAPH (H) below, must be at least equal to the then current loan-to-value ratio for the proposed Replaced Property. In its underwriting and pricing analysis, Lender may review items such as, but not limited to, location, occupancy, lease term, rollover, tenant exposure, tenant’s credit, average daily room rates and operating statements. (b) The owner of the Substitute Property must be the Borrower (such that the Substitute Property is owned 100% by the same entity as owns all the collateral constituting the Property). No properties will be permitted other than limited service or full service hotels or motels operating under a hotel or motel franchise acceptable to Lender. The Substitute Property must be located in the continental United States. (c) Lender in its sole discretion shall acknowledge within ten (10) business days of the Lender’s receipt of the Substitution Request whether the proposed Substitute Property appears to be acceptable to permit the Substitution. If in the Lender’s sole discretion it is determined that the proposed Substitute Property is equal to or greater in value and quality than the Property, then Lender, through its loan correspondent, GMAC Commercial Mortgage, will process the Borrower’s formal request for Substitution. The proposal will be reviewed by and presented to Lender’s and TNG Investment Management LLC’s investment review committees pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures. If the investment review committee approves the formal request for Substitution, the Substitution will be subject to the other conditions outlined in this SECTION 3.08. (d) No more than one (1) Substitution Request shall be considered in any calendar year for the entire Loan. (e) Borrower shall not be permitted to request and close more than a total of two (2) Substitutions during the Loan term. (f) Borrower shall pay a processing fee to Lender equal to $25,000 at closing of each approved Substitution. A “SUBSTITUTION DEPOSIT’ of $5,000 shall be required with submission of a Substitution Request, which deposit shall be applied to the processing fee at closing of the Substitution. The deposit and processing fee contemplated by this subsection are in addition to attorneys’ fees and expenses incurred in the documentation of such Substitution and in the review of due diligence. (g) All improvements on the Substitute Property shall have been completed in a good and workmanlike manner and in compliance, in all material respects, with all applicable governmental requirements. The Substitute Property must be lien free and all land, improvements and personal property must be paid for in full. (h) The appraised fair market “As Is” value of the Substitute Property shall be equal to or greater than the higher greater of (i) 1.35 to 1.00 or (iix) the Debt Service Coverage Ratio of that portion then appraised fair market value, or gross sales proceeds, as the case may be, of the Property which is encumbered by the Mortgage at the time of Borrower’s request; and Replaced Property, and (b) a combined Loan-to-Value Ratio equal to or lesser than the lower of (i) sixty-five percent (65%), or (iiy) the Loan-to-Value Ratio of that portion original appraised value of the Replaced Property which is encumbered by as set forth in the Mortgage at appraisal delivered to Lender in connection with the time closing of Borrower’s requestthe loan on the Replaced Property. The applicable Debt Service Coverage Ratios fair market “As Is” value of the Replaced Property and Loan-to-Value Ratios specified above in this Section 2.7 Substitute Property shall be determined by an appraisal or appraisals prepared a firm of appraisers selected by a third-party appraiser acceptable to, and engaged directly by, Lender, which appraisal(s) shall be satisfactory to Lender in all respects, as reviewed, adjusted GMAC Commercial Mortgage and approved by the Lender, based on an MAI appraisal satisfactory to Lender, dated not more than ninety (90) days prior to the closing of the Substitution. All costs of such appraisals shall be paid by the Borrower on or prior to the closing of the Substitution. Lender shall have the right to readjust the Principal Allocations and Allocation Percentages for all properties constituting the Property (or such number remaining if the Release Privilege previously has been exercised). The Release Factor set forth in SECTION 3.07 SUBPARAGRAPH (I) above shall remain the same upon closing of the Substitution. (i) The actual net operating income relating to the Substitute Property (based upon the trailing twelve (12) month financial results or such shorter period, as Lender deems appropriate, for a Substitute Property opened for less than one year) shall equal or exceed the actual net operating income relating (based upon the trailing twelve (12) month financial results or such shorter period, as Lender reasonably deems appropriate, for any Substitute Property opened for less than one year) to the Replaced Property. (j) Lender’s outside counsel shall prepare and Borrower shall execute (1) amendments to the Note, the Mortgage, the Assignments of Rents and Leases, the Environmental Indemnification Agreement, this Agreement and tax and insurance escrows, and (2) all Loan Documents Lender shall deem appropriate, including, but not limited to, any new security instrument, assignment of rents and leases, environmental indemnities, etc. relating to the Substitute Property (all of which documentation shall be substantially in the form of the applicable documents executed in connection with the Loan with such changes thereto as Lender reasonably deems appropriate to reflect the terms and circumstances of the Substitution and Substitute Property) (collectively, the “SUBSTITUTE LOAN DOCUMENTS”). The Substitution Loan Documents shall be cross-defaulted and cross-collateralized with the existing Loan Documents for the Loan. (k) Borrower shall be required to supply for Lender’s review and approval due diligence materials relating to the Substitute Property prior to closing of the Substitution including those items required for closing of this Loan, and such other materials as may then be customarily required as part of its then current commercial loan closing policies, procedures, standards and practices for properties of similar type and in similar locations as the Substitute Property, including, without limitation, a current as-built ALTA survey, proof of adequate insurance, title insurance in conformance with the requirements for the closing of this Loan, proof of compliance with governmental regulations, tenant estoppel certificates, subordination, non-disturbance and attornment agreements, franchise agreements and comfort letters. The Lender shall, at the Borrowers’ sole cost and expense, receive for its review and approval all additional due diligence materials in any way relating to the Substitute Property, including but not limited to, appraisal, hazardous substance report, seismic report and engineer report as required by Lender in its sole discretion. The items listed in this subsection are not exhaustive. (l) The Substitute Loan Documents, financing statements, and other instruments required to perfect the liens in the Substitute Property and all collateral under such documents shall be recorded, registered and filed (as applicable) in such manner as may be required by law to create a valid, perfected lien and security interest with respect to the Substitute Property and the personal property related thereto. The liens created by the Substitute Loan Documents shall be first liens and security interests on the Substitute Property and the personal property related thereto, subject only to such exceptions as Lender shall approve in its sole discretion. At closing of the Substitution, the Borrower shall have good and marketable title to the Substitute Property and good and valid title to any personal property located thereon or used in connection therewith, in each case satisfactory to the Lender. If any The title policies to the remaining parcels of Property in the Loan must also be endorsed to bring forward the effective dates thereof through the dates and times of recording of the Debt Service Coverage Ratio modification instruments and showing no new exceptions since the original Loan closing unless approved by Lender in writing and continuing all coverage provided in the original Loan title policy. (m) Lender shall receive (1) a confirmation and reaffirmation of all Loan Documents by the Borrower for the other properties in the Loan, (2) a consent to such Substitution by any guarantors or indemnitors, if any, and (3) such other instruments and agreements and such certificates and opinions of counsel, in form and substance satisfactory to the Lender in connection with such Substitution as it may reasonably request. (n) Borrower shall be responsible for all documentary stamp and intangible taxes on the Substitution and the Mortgage encumbering the Substitute Property and all other parcels of Property in the Loan that shall arise in connection with such Substitution. Lender shall require payment of all such documentary stamp and intangibles taxes required by law and authorities having jurisdiction as a condition of closing the Substitution and the corresponding loan modifications to the Loan-to-Value Ratio requirements specified above in this Section 2.7 are not met, Borrower may satisfy such requirements by making a voluntary paydown regardless of whether the taxing authority imposes taxes duplicative of those incurred at the original closing of the Loan. (o) No Event of Default shall have occurred and be continuing hereunder or under any other Loan Documents for the Loan on the date of Substitution Request or at closing of the Substitution. (p) Lender shall be satisfied that no material adverse change in the financial condition, subject to the satisfaction operations or prospects of any conditions to prepaymentguarantor, including Borrower (or controlling member of Borrower or general partner or limited partner of Borrower, as applicable) has occurred after closing of this Loan. (q) The Borrower shall pay all reasonable out-of-pocket costs and expenses incurred in connection with any such Substitution and the payment of any prepayment fee or premiumreasonable out-of-pocket fees and expenses incurred by Lender, together with a mutually agreed-upon reduction its outside counsel and its loan correspondent and servicer in connection therewith. Without limiting the committed amount generality of the Loan. The acceptance foregoing, the Borrower shall, in connection with, and as a condition to, each Substitution, pay the reasonable fees and expenses of such substitute collateral shall be in Lender’s sole discretion but shall be determined by Lender in good faith based on the factors and criteria upon which Lender, at the time of Borrower’s request, bases its determination of whether or not to make loans similar to the Loan and secured by industrial property in Southern California (except that in the case of debt service coverage ratio and loan-to-value ratio underwriting criteriacounsel, the Debt Service Coverage Ratio reasonable fees and Loan-to-Value Ratio tests specified above shall control over any current underwriting standards then in place)expenses of Lender’s engineers, appraisers, construction consultants, insurance consultants and other due diligence consultants and contractors, recording charges, title insurance charges, and if Lender agrees to accept such substitute collateral based on such factors and criteriadocumentary stamp and/or mortgage or similar taxes, then the acceptance of such substitute collateral such shall be subject to all of the underwriting and due diligence requirements and loan documentation as were applicable to the making of the Loan, including the requirements set forth in the closing checklist and in Schedule C to the term sheet for the Loan, and the requirements set forth hereintransfer taxes.