Common use of Substitution of Loan Clause in Contracts

Substitution of Loan. Notwithstanding the provisions of Paragraph 7 of the Note or Paragraph 30 of the Mortgage, Borrower may request that Lender permit Borrower to prepay the Loan in full at par from the proceeds of a substitute first mortgage loan (“Substitute Loan”) to be funded by Lender to Borrower and secured by a substitute property owned in fee simple as provided below (which was not previously any of the Pooled Properties hereunder) (“Substitute Property”) and to obtain a release of the Property from the Security Instruments upon and subject to the following terms and conditions (“Substitution”): (a) Borrower must submit a written request (“Substitution Request”) to Lender for the proposed Substitute Loan identifying the proposed Substitute Property at least ninety (90) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitute Loan and the proposed Substitute Property in its sole discretion pursuant to its then customary underwriting and pricing criteria. The amount of the Substitute Loan requested must be at least the amount of the unpaid principal balance of the Loan. Lender may review such items as it may require in its sole discretion, including, but not limited to, location, occupancy, lease term, rollover, tenant exposure, and tenant’s credit. (b) The owner of the Substitute Property (and borrower under the Substitute Loan) must be either (1) the Borrower, or (2) a single asset affiliate of Guarantor having the identical beneficial ownership structure and management control as the Borrower. (c) The Substitute Property must be a similar income producing property as the Property. Under no circumstances shall Lender permit any special purpose properties (for example, hotels, motels, mobile home parks, health or senior care facilities). The Substitute Property must be located in the continental United States. (d) 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 quality than the Property, then Lender, through its loan correspondent, HFF, will process the Borrower’s formal request to make the Substitute Loan. The proposal will be reviewed by and presented to Lender’s and Voya Investment Management LLC’s investment review committee pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures for approval in their sole and absolute discretion. If the investment review committee approves the formal request for Substitute Loan and Substitute Property, the Substitution will be subject to the other conditions outlined herein. (e) No more than two (2) Substitutions in the aggregate shall be closed during the entire term of the Pooled Loans among all of the Pooled Properties. Of the total of two (2) Substitutions described in the preceding sentence, only one (1) Substitution may be closed prior to June 30, 2019, and only one (1) Substitution may be closed during the period commencing July 1, 2019 and ending June 30, 2024. From and after July 1, 2024, the rights hereunder may not be exercised, and the terms of this Section 3.08 shall be deemed null and void. (f) Borrower shall pay a processing fee to Lender equal to $50,000 (“Processing Fee”) at closing of each and every approved Substitution. A “Substitution Deposit” of $5,000 shall be required with submission of each Substitution Request, which deposit shall be applied to the Processing Fee at closing of the Substitution. The Substitution Deposit and Processing Fee contemplated by this subsection are in addition to reasonable outside counsel attorneys’ fees and expenses incurred in the preparation, negotiation, documentation, due diligence review and closing of such Substitution. (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 Requirements prior to closing of the Substitution. The Substitute Property must be lien free and all land, improvements and personal property paid for in full. (h) The appraised fair market “As Is” value of the Substitute Property shall be equal to or greater than the greater of (1) the then-appraised fair market value, or gross sales proceeds, as the case may be, of the ’Property and (2) the original appraised value of the ’Property as set forth in the appraisal delivered to Lender in connection with the closing of this Loan. The fair market “As Is” value of the Property and Substitute Property shall be determined by a firm of appraisers 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 Substitute Loan. All costs of such appraisals shall be paid by the Borrower on or prior to the closing of the Substitute Loan. (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 deems appropriate, for the Substitute Property opened for less than one year) to the Property. (j) The Pooled Properties, excluding the Property and including the Substitute Property, must have a Debt Yield equal to or in excess of 13% and must be at least 90% leased and occupied on a square foot basis. As used herein, “

Substitution of Loan. Notwithstanding any prepayment provisions in the Loan Documents, the provisions of Paragraph 7 Section 3.07 of the Note or this Agreement and Paragraph 30 of the MortgageMortgage to the contrary, Borrower may request that Lender permit Borrower to prepay the Loan in full or in part (subject to the terms of Section 3.07 herein) at par from the proceeds of a substitute first mortgage loan (“Substitute Loan”) to be funded by Lender to Borrower and secured by a substitute property owned in fee simple as provided below (which was not previously any of a property securing the Pooled Properties hereunderLoan) (each a “Substitute Property”) and to obtain a release of the Property from the Security Instruments Documents upon and subject to the following terms and conditions (“Substitution”): (a) Borrower must submit a written request (“Substitution Request”) to Lender for the proposed Substitute Loan identifying the proposed Substitute Property at least ninety sixty (9060) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitute Loan and the proposed Substitute Property in its sole discretion pursuant to its then customary underwriting and pricing criteria. The amount of the Substitute Loan requested must be at least the amount of the unpaid principal balance of the Loan, or if the Substitute Loan is a lesser amount, the difference shall be subject to payment of any Prepayment Premium, then applicable, calculated as to the excess amount being prepaid only. Lender may review such items as it may require in its sole discretion, including, but not limited to, location, occupancy, lease term, rollover, tenant exposure, and tenant’s credit. (b) The owner of the Substitute Property (and borrower under the Substitute Loan) must be either (1) the BorrowerBorrower (such that the Substitute Property is owned 100% by the same borrower entity as owned the Property at the time immediately prior to closing of the Substitution), or (2) a single asset affiliate of Guarantor Borrower having the identical beneficial ownership structure and management control as the Borrower. (c) The Substitute Property must be a similar income producing property of the same nature and character as the Property, which must be an industrial building. Under no circumstances shall Lender permit any special purpose properties (for example, hotels, motels, mobile home parks, health or senior care facilities). The Substitute Property must be located in the continental United States. (d) 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 SubstitutionSubstitution based on the requirements herein. If in the Lender’s sole discretion it is determined that the proposed Substitute Property is equal to or greater in quality than the Property, then Lender, through its then loan correspondent, HFF/servicer, will process the Borrower’s formal request to make the Substitute Loan. The proposal will be reviewed by and presented to Lender’s and Voya ING Investment Management LLC’s investment review committee pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures for approval in their sole and absolute discretion. If the investment review committee approves the formal request for Substitute Loan and Substitute Property, the Substitution will be subject to the other conditions outlined herein. (e) No more than two (2) Substitutions in the aggregate Substitution Requests shall be considered and closed during the entire term of the Pooled Loans among all of the Pooled Properties. Of the total of two (2) Substitutions described in the preceding sentence, only Loan or Substitute Loan and no more than one (1) Substitution may be closed prior to June 30, 2019, and only one (1) Substitution may be closed during the period commencing July 1, 2019 and ending June 30, 2024. From and after July 1, 2024, the rights hereunder may not be exercised, and the terms of this Section 3.08 Request shall be deemed null and voidconsidered during any October 1 through September 30 period. (f) Borrower shall pay a processing fee to Lender equal to $50,000 (“Processing Fee”) and be payable to Lender ($25,000) and to Lender’s loan correspondent/servicer ($25,000) at closing of each and every approved Substitution. A substitution deposit of $10,000 (“Substitution Deposit” of $5,000 ”) shall be required with submission of each the Substitution Request, which deposit shall be applied to the Processing Fee at closing of the SubstitutionSubstitution and to be returned if Lender does not approve the Substitute Property. The Substitution Deposit and Processing Fee contemplated by this subsection are in addition to reasonable outside counsel attorneys’ fees and expenses incurred in the preparation, negotiation, documentation, due diligence review and closing of such Substitution. (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 Requirements governmental requirements prior to closing of the Substitution. The Substitute Property must be lien free and all land, improvements and personal property paid for in full. (h) The appraised fair market “As Is” value of the Substitute Property shall be equal to or greater than the greater of (1) the then-appraised fair market value, or gross sales proceeds, as the case may be, of the ’Property and (2) the original appraised value of the ’Property as set forth in the appraisal delivered to Lender in connection with the closing of this the Loan. The fair market “As Is” value of the Property and Substitute Property shall be determined by a firm of appraisers selected by Borrower 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 Substitute Substitution Loan. All costs of such appraisals shall be paid by the Borrower on or prior to the closing of the Substitute Substitution Loan. (i) The actual net operating income Substitution Property Yield (as defined below) 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 (1) year) shall equal or exceed the actual net operating income Project Yield relating (based upon the trailing twelve (12) month financial results or such shorter period, as Lender reasonably deems appropriate, for the any Substitute Property opened for less than one (1) year) to the Property. (j) The Pooled Properties, excluding the Property and including the Substitute Property, must have a Debt Yield equal to or in excess of 13% and must be at least 90% leased and occupied on a square foot basis. As used herein, herein “Substitution Property Yield” shall mean the actual Net Operating Income divided by the original principal balance of the Substitute Loan.

Substitution of Loan. Notwithstanding any prepayment provisions in the Loan Documents, the provisions of Paragraph 7 Section 3.06(e) and Section 3.07 of the Note or this Agreement and Paragraph 30 of the MortgageMortgage to the contrary, Borrower may request that Lender permit Borrower to prepay the Loan in full full, but not in part (however, the two Pooled Properties located in Dallas, Texas may be released individually), at par from the proceeds of a substitute first mortgage loan (“Substitute Loan”) to be funded by Lender to Borrower and secured by a substitute property owned in fee simple as provided below (which was not previously any of the a Pooled Properties hereunderProperty) (each a “Substitute Property”) and to obtain a release of the Property (a “Released Property”) from the Security Instruments Documents upon and subject to the following terms and conditions (“Substitution”): (a) Borrower must submit a written request (“Substitution Request”) to Lender for the proposed Substitute Loan identifying the proposed Substitute Property at least ninety sixty (9060) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitute Loan and the proposed Substitute Property in its sole discretion pursuant to its then customary underwriting and pricing criteria. The amount of the Substitute Loan requested must be at least the amount of the unpaid principal balance of the Loan, or if the Substitute Loan is a lesser amount, the difference shall be subject to payment of any Prepayment Premium, then applicable, calculated as to the excess amount being prepaid only. Lender may review such items as it may require in its sole discretion, including, but not limited to, location, occupancy, lease term, rollover, tenant exposure, and tenant’s credit. (b) The owner of the Substitute Property (and borrower under the Substitute Loan) must be either (1) the BorrowerBorrower (such that the Substitute Property is owned 100% by the same borrower entity as owned the Released Property at the time immediately prior to closing of the Substitution), or (2) a single asset affiliate of Guarantor Borrower having the identical beneficial ownership structure and management control as the Borrower. (c) The Substitute Property must be a similar income producing property of the same nature and character as the Released Property, which must be an industrial building. Under no circumstances shall Lender permit any special purpose properties (for example, hotels, motels, mobile home parks, health or senior care facilities). The Substitute Property must be located in the continental United States. (d) 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 SubstitutionSubstitution based on the requirements herein. If in the Lender’s sole discretion it is determined that the proposed Substitute Property is equal to or greater in quality than the Released Property, then Lender, through its then loan correspondent, HFF/servicer, will process the Borrower’s formal request to make the Substitute Loan. The proposal will be reviewed by and presented to Lender’s and Voya ING Investment Management LLC’s investment review committee pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures for approval in their sole and absolute discretion. If the investment review committee approves the formal request for Substitute Loan and Substitute Property, the Substitution will be subject to the other conditions outlined herein. (e) No more than two (2) Substitutions in the aggregate Substitution Requests shall be considered and closed during the entire term of the Pooled Loans among all of the Pooled Properties. Of the total of two (2) Substitutions described in the preceding sentence, only Loan or Substitute Loan and no more than one (1) Substitution may be closed prior to June 30, 2019, and only one (1) Substitution may be closed during the period commencing July 1, 2019 and ending June 30, 2024. From and after July 1, 2024, the rights hereunder may not be exercised, and the terms of this Section 3.08 Request shall be deemed null and voidconsidered during any October 1 through September 30 period. (f) Borrower shall pay a processing fee to Lender equal to $50,000 (“Processing Fee”) at closing of each and every approved Substitution. A substitution deposit of $10,000 (“Substitution Deposit” of $5,000 ”) shall be required with submission of each the Substitution Request, which deposit shall be applied to the Processing Fee at closing of the SubstitutionSubstitution and to be returned if Lender does not approve the Substitute Property. The Substitution Deposit and Processing Fee contemplated by this subsection are in addition to reasonable outside counsel attorneys’ fees and expenses incurred in the preparation, negotiation, documentation, due diligence review and closing of such Substitution. (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 Requirements governmental requirements prior to closing of the Substitution. The Substitute Property must be lien free and all land, improvements and personal property paid for in full. (h) The appraised fair market “As Is” value of the Substitute Property shall be equal to or greater than the greater of (1) the then-appraised fair market value, or gross sales proceeds, as the case may be, of the ’Property and (2) the original appraised value of the ’Released Property as set forth in the appraisal delivered to Lender in connection with the closing of this the Loan. The fair market “As Is” value of the Released Property and Substitute Property shall be determined by a firm of appraisers selected by Borrower 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 Substitute Loan. All costs of such appraisals shall be paid by the Borrower on or prior to the closing of the Substitute Loan. (i) The actual net operating income Substitution Property Yield (as defined below) 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 (1) year) shall equal or exceed the actual net operating income Project Yield relating (based upon the trailing twelve (12) month financial results or such shorter period, as Lender reasonably deems appropriate, for the any Substitute Property opened for less than one (1) year) to the Property. (j) The Pooled Properties, excluding the Property and including the Substitute Property, must have a Debt Yield equal to or in excess of 13% and must be at least 90% leased and occupied on a square foot basis. As used herein, herein “Substitution Property Yield” shall mean the actual Net Operating Income divided by the original principal balance of the Substitute Loan.

Substitution of Loan. Notwithstanding the provisions of Paragraph 7 of the Note or Paragraph 30 of the Mortgage, Borrower may request that Lender permit Borrower to prepay the Loan in full at par from the proceeds of a substitute first mortgage loan (“Substitute Loan”) to be funded by Lender to Borrower and secured by a substitute property owned in fee simple as provided below (which was not previously any of the Pooled Properties hereunder) (“Substitute Property”) and to obtain a release of the Property from the Security Instruments upon and subject to the following terms and conditions (“Substitution”): (a) Borrower must submit a written request (“Substitution Request”) to Lender for the proposed Substitute Loan identifying the proposed Substitute Property at least ninety (90) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitute Loan and the proposed Substitute Property in its sole discretion pursuant to its then customary underwriting and pricing criteria. The amount of the Substitute Loan requested must be at least the amount of the unpaid principal balance of the Loan. Lender may review such items as it may require in its sole discretion, including, but not limited to, location, occupancy, lease term, rollover, tenant exposure, and tenant’s credit. (b) The owner Theowner of the Substitute Property (and borrower under the Substitute Loan) must be either (1) the Borrower, or (2) a single asset affiliate of Guarantor having the identical beneficial ownership structure and management control as the Borrower. (c) The Substitute Property must be a similar income producing property as the Property. Under no circumstances shall Lender permit any special purpose properties (for example, hotels, motels, mobile home parks, health or senior care facilities). The Substitute Property must be located in the continental United States. (d) 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 quality than the Property, then Lender, through its loan correspondent, HFF, will process the Borrower’s formal request to make the Substitute Loan. The proposal will be reviewed by and presented to Lender’s and Voya Investment Management LLC’s investment review committee pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures for approval in their sole and absolute discretion. If the investment review committee approves the formal request for Substitute Loan and Substitute Property, the Substitution will be subject to the other conditions outlined herein. (e) No more than two (2) Substitutions in the aggregate shall be closed during the entire term of the Pooled Loans among all of the Pooled Properties. Of the total of two (2) Substitutions described in the preceding sentence, only one (1) Substitution may be closed prior to June 30, 2019, and only one (1) Substitution may be closed during the period commencing July 1, 2019 and ending June 30, 2024. From and after July 1, 2024, the rights hereunder may not be exercised, and the terms of this Section 3.08 shall be deemed null and void. (f) Borrower shall pay a processing fee to Lender equal to $50,000 (“Processing Fee”) at closing of each and every approved Substitution. A “Substitution Deposit” of $5,000 shall be required with submission of each Substitution Request, which deposit shall be applied to the Processing Fee at closing of the Substitution. The Substitution Deposit and Processing Fee contemplated by this subsection are in addition to reasonable outside counsel attorneys’ fees and expenses incurred in the preparation, negotiation, documentation, due diligence review and closing of such Substitution. (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 Requirements prior to closing of the Substitution. The Substitute Property must be lien free and all land, improvements and personal property paid for in full. (h) The appraised fair market “As Is” value of the Substitute Property shall be equal to or greater than the greater of (1) the then-appraised fair market value, or gross sales proceeds, as the case may be, of the ’Property and (2) the original appraised value of the ’Property as set forth in the appraisal delivered to Lender in connection with the closing of this Loan. The fair market “As Is” value of the Property and Substitute Property shall be determined by a firm of appraisers 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 Substitute Loan. All costs of such appraisals shall be paid by the Borrower on or prior to the closing of the Substitute Loan. (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 deems appropriate, for the Substitute Property opened for less than one year) to the Property. (j) The Pooled Properties, excluding the Property and including the Substitute Property, must have a Debt Yield equal to or in excess of 13% and must be at least 90% leased and occupied on a square foot basis. As used herein, “Debt Yield” shall mean the quotient of (A) net cash flow of all Pooled Properties (excluding the Property and including the Substitute Property) divided by (B) the projected outstanding principal balance of the Pooled Loans (excluding the Property and including the Substitute Property) on the date of the release.

Substitution of Loan. Notwithstanding any prepayment provisions in the Loan Documents, the provisions of Paragraph 7 Section 3.06(e) and Section 3.07 of the Note or this Agreement and Paragraph 30 of the MortgageMortgage to the contrary, Borrower may request that Lender permit Borrower to prepay the Loan in full full, but not in part (however, the two Pooled Properties located in Dallas, Texas may be released individually in which case the Loan may be prepaid in part), at par from the proceeds of a substitute first mortgage loan (“Substitute Loan”) to be funded by Lender to Borrower and secured by a substitute property owned in fee simple as provided below (which was not previously any of the a Pooled Properties hereunderProperty) (each a “Substitute Property”) and to obtain a release of the Property (a “Released Property”) from the Security Instruments Documents upon and subject to the following terms and conditions (“Substitution”): (a) Borrower must submit a written request (“Substitution Request”) to Lender for the proposed Substitute Loan identifying the proposed Substitute Property at least ninety sixty (9060) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitute Loan and the proposed Substitute Property in its sole discretion pursuant to its then customary underwriting and pricing criteria. The amount of the Substitute Loan requested must be at least the amount of the unpaid principal balance of the Loan, or if the Substitute Loan is a lesser amount, the difference shall be subject to payment of any Prepayment Premium, then applicable, calculated as to the excess amount being prepaid only. Lender may review such items as it may require in its sole discretion, including, but not limited to, location, occupancy, lease term, rollover, tenant exposure, and tenant’s credit. In the event Borrower submits a Substitution Request for both of the Pooled Properties located in Dallas, Texas (set forth in the chart in Section 3.07(a) herein) simultaneously, which is approved by Lender as required under this Section 3.08, it shall be considered a single Substitution Request, a single Substitution and a single Processing Fee (as hereinafter defined). (b) The owner of the Substitute Property (and borrower under the Substitute Loan) must be either (1) the BorrowerBorrower (such that the Substitute Property is owned 100% by the same borrower entity as owned the Released Property at the time immediately prior to closing of the Substitution), or (2) a single asset affiliate of Guarantor Borrower having the identical beneficial ownership structure and management control as the Borrower. (c) The Substitute Property must be a similar income producing property of the same nature and character as the Released Property, which must be an industrial building. Under no circumstances shall Lender permit any special purpose properties (for example, hotels, motels, mobile home parks, health or senior care facilities). The Substitute Property must be located in the continental United States. (d) 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 SubstitutionSubstitution based on the requirements herein. If in the Lender’s sole discretion it is determined that the proposed Substitute Property is equal to or greater in quality than the Released Property, then Lender, through its then loan correspondent, HFF/servicer, will process the Borrower’s formal request to make the Substitute Loan. The proposal will be reviewed by and presented to Lender’s and Voya ING Investment Management LLC’s investment review committee pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures for approval in their sole and absolute discretion. If the investment review committee approves the formal request for Substitute Loan and Substitute Property, the Substitution will be subject to the other conditions outlined herein. (e) No more than two (2) Substitutions in the aggregate Substitution Requests shall be considered and closed during the entire term of the Pooled Loans among all of the Pooled Properties. Of the total of two (2) Substitutions described in the preceding sentence, only Loan or Substitute Loan and no more than one (1) Substitution may be closed prior to June 30, 2019, and only one (1) Substitution may be closed during the period commencing July 1, 2019 and ending June 30, 2024. From and after July 1, 2024, the rights hereunder may not be exercised, and the terms of this Section 3.08 Request shall be deemed null and voidconsidered during any October 1 through September 30 period. (f) Borrower shall pay a processing fee to Lender equal to $50,000 (“Processing Fee”) at closing of each and every approved Substitution. A substitution deposit of $10,000 (“Substitution Deposit” of $5,000 ”) shall be required with submission of each the Substitution Request, which deposit shall be applied to the Processing Fee at closing of the SubstitutionSubstitution and to be returned if Lender does not approve the Substitute Property. The Substitution Deposit and Processing Fee contemplated by this subsection are in addition to reasonable outside counsel attorneys’ fees and expenses incurred in the preparation, negotiation, documentation, due diligence review and closing of such Substitution. (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 Requirements governmental requirements prior to closing of the Substitution. The Substitute Property must be lien free and all land, improvements and personal property paid for in full. (h) The appraised fair market “As Is” value of the Substitute Property shall be equal to or greater than the greater of (1) the then-appraised fair market value, or gross sales proceeds, as the case may be, of the ’Property and (2) the original appraised value of the ’Released Property as set forth in the appraisal delivered to Lender in connection with the closing of this the Loan. The fair market “As Is” value of the Released Property and Substitute Property shall be determined by a firm of appraisers selected by Borrower 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 Substitute Loan. All costs of such appraisals shall be paid by the Borrower on or prior to the closing of the Substitute Loan. (i) The actual net operating income Substitution Property Yield (as defined below) 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 (1) year) shall equal or exceed the actual net operating income Project Yield relating (based upon the trailing twelve (12) month financial results or such shorter period, as Lender reasonably deems appropriate, for the any Substitute Property opened for less than one (1) year) to the Property. (j) The Pooled Properties, excluding the Property and including the Substitute Property, must have a Debt Yield equal to or in excess of 13% and must be at least 90% leased and occupied on a square foot basis. As used herein, herein “Substitution Property Yield” shall mean the actual Net Operating Income divided by the original principal balance of the Substitute Loan.