Common use of Substitution of Collateral Clause in Contracts

Substitution of Collateral. At any time after the Release Date but prior to the Optional Prepayment Date, upon satisfaction of the following conditions, Lender shall, in the case of any of the 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 and any other Loan Documents from the Replaced Parcel: (i) the sum of the Allocated Loan Amount for the proposed Replaced Parcel and the Allocated Loan Amounts for all other Replaced Parcels which have previously been substituted for shall not exceed One Hundred Percent (100%) of the amount of the Loan; (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 other documentation as Lender, the Servicer, or a Rating Agency may require to evidence the addition of the Replacement Parcel as collateral for the Loan and 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 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; (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 Loan Documents with respect to the Property assuming the inclusion of the Replacement Property; (xii) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any Rating Agency may require, and such due diligence items are satisfactory to Lender and the Rating Agencies; and (xiii) each Rating Agency confirms in writing that any rating issued by such Rating Agency in connection with a Securitization will not be downgraded, qualified, or withdrawn as a result of the substitution of the Replacement Parcel.

Substitution of Collateral. At any time after After the Release Date but prior to first day of the Optional Prepayment twenty-fifth (25th) month following the First Disbursement Closing Date, upon 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 ▇▇▇▇▇ ▇ ▇▇▇▇ 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 conditionsto the sole satisfaction of Lender: (a) each Substitution shall consist of not more than five (5) then existing Individual Properties, Lender shalland all Substitutions, in the case aggregate, shall consist of any not more than fifteen (15) Individual Properties (including substituted properties under the Pool B Loan); (b) Lender shall receive at least ninety (90) days prior written notice of the Parcels permit Borrower proposed Substitution, which notice will contain sufficient documentation to substitute a different property enable Lender to determine whether the conditions set forth herein have been satisfied; (a "Replacement Parcel"c) for an original Parcel 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 "Replaced Parcel")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 following such substitutionthe 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 annualized Debt Service Coverage Ratio 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 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 shall release Title Insurance Policies satisfactory to Lender for the Mortgage Substitution Property and any other Loan Documents from endorsements to the Replaced Parcel: Title Insurance Policies for all Properties satisfactory to Lender that (i) add the sum of the Allocated Loan Amount for the proposed Replaced Parcel and the Allocated Loan Amounts for all other Replaced Parcels which have previously been substituted for shall not exceed One Hundred Percent (100%) of the amount of the LoanSubstitution Property thereunder; (ii) no Event extend the effective date of Default shall have occurred and be continuing with respect such policies to the Loaneffective date of the Substitution; (iii) confirm that there shall be no change in the Borrower amends this Agreement, the Note and the other Loan Documents and executes such other documentation as Lender, the Servicer, or a Rating Agency may require to evidence the addition priority of the Replacement Parcel as collateral Lien of the Mortgages (including a first Lien of the Mortgage for the Loan and to confirm the enforceability of the Loan DocumentsSubstitution Property); (iv) Lender receives a Qualified Survey for confirm that the Replacement Parceltitle insurers issuing the Title Insurance Policies consent to the Substitution; (v) Lender approves the status of waive any defense that such 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 insurers may require, all of which reports must be satisfactory to Lender; (vii) Lender shall have received appraisals prepared in 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; (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 Loan Documents with respect to the Property assuming the inclusion of the Replacement Property; (xii) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any Rating Agency may require, and such due diligence items are satisfactory to Lender and the Rating Agencies; and (xiii) each Rating Agency confirms in writing that any rating issued by such Rating Agency in connection with a Securitization will not be downgraded, qualified, or withdrawn as a result of the substitution Substitution; and (vi) to the extent of the Replacement Parcelthen 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 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 (l) If the owner of the Substitution Property is a permitted 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, among other things, evidence CDC's guarantee of all obligations with respect to the Substitution and to include the proposed transferee within any contribution agreement executed and delivered in connection with the Loan. (m) Borrower shall have delivered to Lender evidence satisfactory to Lender that, at the time of the Substitution, that (A) the lien of the Subordinate Loan is released from the Substituted Property, and (B) Borrower has granted to the Subordinate Lender (as defined in the Mortgages) a lien encumbering the Substitution Property.

Substitution of Collateral. Upon prior written notice to Lender, an Individual Borrower or Gatlinburg Obligor, as the case may be, shall be entitled to obtain a release of an Individual Property owned by such Individual Borrower or Gatlinburg Obligor (the “Exiting Property”) from the Lien of the 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 Lender in its sole discretion) of each of the following terms and conditions: (a) At the time of such request for a 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 Golf Course Master Tenant, the Gatlinburg Master Tenant or another third party unrelated to any of Borrowers or Gatlinburg Obligor, 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 written request for a Substitution by the applicable Individual Borrower or Gatlinburg Obligor, as the case may be, such party 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 written request for a Substitution, such Individual Borrower or Gatlinburg Obligor, as applicable, 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 Release Date 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 the execution of such sale agreement by such Individual Borrower or Gatlinburg Obligor, as applicable, and in all events such delivery shall be made at least thirty (30) days prior to the Optional Prepayment Date, upon satisfaction end of Lender’s period (as specified below) for processing such Substitution; (f) Any written request by an Individual Borrower or Gatlinburg Obligor to Lender for a Substitution must be received no sooner than the later of (i) nine (9) months after the Closing or (ii) six (6) months after completion of the following conditionsmost 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 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 shallshall 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 the applicable Individual Borrower or Gatlinburg Obligor; (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 Individual Borrower’s or Gatlinburg Obligor’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 case 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’ and Gatlinburg Obligor’s current financial condition shall be satisfactory to Lender; (o) At the same time that the applicable Individual Borrower or Gatlinburg Obligor delivers its written notice to Lender requesting a Substitution, such party shall pay to Lender a non-refundable administrative fee of any of the Parcels permit Borrower to substitute a different property (a "Replacement Parcel") for an original Parcel $25,000 (the "Replaced Parcel"“Substitution Administrative Fee”), and following the Substitution Administrative Fee shall be deemed earned by Lender upon Lender’s receipt of such substitutionfee. At the closing of the Substitution, the applicable Individual Borrower or Gatlinburg Obligor shall pay to Lender shall release the Mortgage and any other Loan Documents from the Replaced Parcel: a non-refundable fee of one half of one percent (i0.5%) the sum of the Allocated Loan Amount for the Exiting Property (or, if the Exiting Property is the Gatlinburg Individual Property, one half of one percent (0.5%) of the Gatlinburg Release Price); provided, however, that Lender shall credit against such non-refundable fee paid at the closing of the Substitution the Substitution Administrative Fee that such Individual Borrower or Gatlinburg Obligor 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 and Gatlinburg Obligor 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 Replaced Parcel and Substitution (excluding the Allocated Exiting Property, but including the Substitute Property), the Loan Amounts to Value Ratio for all other Replaced Parcels which have previously been substituted for the Security Pool shall not exceed One Hundred Percent 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 comprised part of the Security Pool as of the date of this Agreement and that would remain as part of the Security Pool, shall be greater than fifty-five percent (55%) of the total original principal amount of the Loans; and (s) Lender’s decision to accept or reject any proposed Substitute Property shall be in Lender’s sole and absolute discretion; it being understood that, without limiting the foregoing, under no circumstances shall 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 amount value of the LoanExiting 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; (iib) no Event tenant credit and quality and diversification; (c) building quality and diversification; and (d) location quality and diversification. Each of Default shall have occurred Borrowers and be continuing Gatlinburg Obligor acknowledge that Lender may reject a property proposed as a Substitute Property for any reason or without giving a reason, and Borrowers and Gatlinburg Obligor assume such risk notwithstanding that it may spend substantial resources preparing the reports and other information required by Lender with respect to the Loan; Substitute Property; (iiit) Lender determines in its sole discretion that the Borrower amends this Agreement, the Note and the other Loan Documents and executes such other documentation as Lender, the Servicer, or Substitution would not result in a Rating Agency may require to evidence the addition violation of the Replacement Parcel ERISA provisions contained in Lender’s then-current guidelines and requirements, and Borrowers and Gatlinburg Obligor deliver such certifications and other documents as collateral for the Loan and to confirm the enforceability of the Loan Documents; Lender may request in connection therewith; (ivu) Lender receives is satisfied, and Borrowers and Gatlinburg Obligor shall deliver such assurances as may be reasonably requested by Lender (including a Qualified Survey for reaffirmation certification or other agreement), that any guaranty, indemnity or similar instrument delivered to Lender in connection with the Replacement ParcelLoans remains in full force and effect, notwithstanding and taking into consideration the Substitution; and (v) Lender approves The Substitute Property shall have the status of title same unpaid principal balance allocated to such Substitute Property as the then existing unpaid principal balance allocated to the Replacement Parcel and obtains a Qualified Title Insurance Policy for Exiting Property at the Replacement Parcel; (vi) Lender receives such environmental, engineering, soil, and other property condition reports regarding time of the Replacement Parcel as Lender may require, all closing of which reports must be satisfactory to Lender; (vii) the Substitution. Lender shall have received appraisals prepared at least sixty (60) days in accordance with FIRREA which are satisfactory to Lender process any request to effect a Substitution after receipt of (1) all materials and which demonstrate that information necessary to evaluate such request and (2) the fair market value Substitution Administrative Fee. Notwithstanding anything to the contrary in Section 3 above and/or this Section 4, Borrowers and Gatlinburg Obligor shall only have the right to a combined cumulative total (during the entire term of the Replacement Parcel equals Loans) of nine (9) Releases and Substitutions; provided, however, that Lender agrees to consider in good faith any request for its consent to a Release or exceeds Substitution that would cause the fair market value combined cumulative total of Releases and Substitutions during the term of the Replaced Parcel; Loans to exceed nine (viii9) if the Replacement Parcel is a previously developed propertyReleases and Substitutions, which consent may be given or withheld for the twelve month period prior any reason or given conditionally, in Lender’s sole discretion. This Section 4 shall be personal to the transferoriginal Borrowers and Gatlinburg Obligor, the Net Operating Income for the Replacement Parcel and no transferee 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 Loan Documents with respect to the Property assuming the inclusion of the Replacement Property; (xii) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any Rating Agency may require, and such due diligence items are satisfactory to Lender and the Rating Agencies; and (xiii) each Rating Agency confirms in writing that any rating issued by such Rating Agency in connection with a Securitization will not be downgraded, qualified, or withdrawn as a result of the substitution of the Replacement Parcelrights under this Section 4.

Substitution of Collateral. At any (a) The Trust shall be permitted, from time after to time, to withdraw Subject Shares from the Release Date but Custody Account and the security interest under the Pledge Agreement, provided, however, that the Trust shall substitute therefor, in a 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 the Optional Prepayment Dateor concurrently with any such withdrawal, upon satisfaction of the following conditions, Lender shall, either (i) an amount in the case of any of the Parcels permit Borrower to substitute a different property (a "Replacement Parcel") for an original Parcel cash (the "Replaced ParcelCASH COLLATERAL"), and following such substitution, Lender shall release ) at least equal to the Mortgage and any other Loan Documents from the Replaced Parcel: (i) the sum of the Allocated Loan Minimum Required Amount for the proposed Replaced Parcel and the Allocated Loan Amounts for all other Replaced Parcels which have previously been substituted for shall not exceed One Hundred Percent (100%) of the amount of the Loan; or (ii) no Event an equal number of Default shall have occurred and be continuing with respect Subject Shares (the number of Subject Shares from time to the Loan; (iii) the Borrower amends this Agreementtime so withdrawn, the Note and the other Loan Documents and executes such other documentation as Lender, the Servicer, or a Rating Agency may require to evidence the addition "WITHDRAWN SHARES"). The "MINIMUM REQUIRED AMOUNT" means 120% of the Replacement Parcel as collateral for the Loan and to confirm the enforceability product 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 accordance with FIRREA which are satisfactory to Lender and which demonstrate that the fair market value of the Replacement Parcel equals or exceeds assets comprising a Subject Share and the number of Withdrawn Shares. For purposes of the preceding sentence, the fair market value (i) of a share of Common Stock shall be the Current Market Price Per Common Share as of the Replaced Parcel; Determination Date or (viiiii) if of any other publicly traded securities shall be deemed to be the Replacement Parcel is a previously developed propertyaverage (weighted by trading volume) of the daily closing prices (as reported in The Wall Street Journal or other recognized source of financial information) of such securities on the principal securities exchange on which, for or the twelve month period principal securities market in which, such securities are traded during the 20 consecutive trading days immediately prior to such date and (iii) of any other assets, as determined in good faith by the transferBoard 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 Net Operating Income for Trust based upon the Replacement Parcel shall have equaled or exceeded most recent Custodian's Notice, to the Net Operating Income for extent, but only to the Replaced Parcel; (ix) if the Replacement Parcel is a newly developed propertyextent, the projected annualized Net Operating Income for value of the Replacement Parcel shall have equaled Cash Collateral is greater or exceeded less than, as the Net Operating Income for case may be, the Replaced Parcel for the twelve month period prior then current Minimum Required Amount. Any payment by or to the transfer; (x) Trust shall be made on a pro forma basis, for the twelve month period second Business Day after the transfer, date of the Net Operating Income for Custodian's Notice. Any income in respect of 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 Loan Documents with respect Cash Collateral shall be paid to the Property assuming the inclusion of the Replacement PropertyTrust; (xii) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any Rating Agency may require, and such due diligence items are satisfactory to Lender and the Rating Agencies; and (xiii) each Rating Agency confirms in writing provided that any rating issued such income shall be retained by such Rating Agency the Custodian to the extent necessary to bring the Trust into compliance with the provisions of this Section 3.05. Cash Collateral may be invested only in connection with U.S. Government debt securities having a Securitization will not be downgraded, qualified, or withdrawn as a result maturity of the substitution of the Replacement Parcelless than 90 days.

Substitution of Collateral. At The Borrower may, from time to time, replace any time after Eligible Container included in the Release Date but prior to the Optional Prepayment DateCollateral (each, upon satisfaction a “Released Container”) with a replacement Container (each, a “Substitute Container”), provided that (A) all of the following conditionsconditions are met in connection with such substitution and (B) to the extent any such condition is measured at the end of a calendar quarter, Lender shallall Containers released or added, as applicable, within such calendar quarter shall be considered on an aggregate basis in the case of any of the Parcels permit Borrower to substitute a different property (a "Replacement Parcel") for an original Parcel (the "Replaced Parcel"), and following determining whether such substitution, Lender shall release the Mortgage and any other Loan Documents from the Replaced Parcel: condition has been satisfied: (i) the sum of the Allocated Loan Amount for the proposed Replaced Parcel and the Allocated Loan Amounts for all other Replaced Parcels which have previously been substituted for shall not exceed One Hundred Percent (100%) of the amount of the Loan; each Substitute Container is an Eligible Container; (ii) no Event of Default shall have occurred and be continuing with respect to exists on the Loan; 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 is the Substitute Container(s) are of the 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 are not otherwise selected by the Borrower amends this Agreement, the Note and the other Loan Documents and executes such other documentation as Lender, the Servicer, or a Rating Agency may require to evidence the addition of the Replacement Parcel as collateral for the Loan and to confirm the enforceability of the Loan Documentsusing any materially adverse selection criteria; and (iv) Lender receives a Qualified Survey the sum of the Net Book Values of all Substitute Containers that have been substituted for Released Containers since the Replacement Parcel; Closing Date does not, without the prior written consent of the Required Lenders (vsuch consent to not be unreasonably withheld), exceed an amount equal to either (1) Lender approves during any 12-month period, five percent (5%) of the status Aggregate Note Principal Balance on the Closing Date or (2) during the term of title 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 Replacement Parcel and obtains a Qualified Title Insurance Policy for Collateral Agent pursuant to the Replacement Parcel; (vi) Lender receives such environmental, engineering, soilSecurity Documents. The Borrower shall take all necessary action, 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 accordance with FIRREA which are satisfactory to Lender and which demonstrate any action that the fair market value of Collateral Agent reasonably determines is advisable, to protect and perfect the Replacement Parcel equals or exceeds Collateral Agent’s Lien in the fair market value of Substitute Container(s). Upon the Replaced Parcel; (viii) if Collateral Agent’s obtaining a first priority perfected Lien in the Replacement Parcel is a previously developed property, for the twelve month period prior to the transferSubstitute Container(s), the Net Operating Income for Collateral Agent shall release its Lien in each Released Container and all 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 Loan Documents with respect to the Property assuming the inclusion of the Replacement Property; (xii) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any Rating Agency may require, and such due diligence items are satisfactory to Lender and the Rating Agencies; and (xiii) each Rating Agency confirms in writing that any rating issued by such Rating Agency in connection with a Securitization will not be downgraded, qualified, or withdrawn as a result of the substitution of the Replacement ParcelRelated Assets.

Substitution of Collateral. At any time after Unless an Event of Default has occurred and is continuing, the Release Date but Company shall have the option (exercisable by giving the Trustee written notice, herein referred to as a “Substitution Notice,” of the Company’s election to exercise such option not less than ten (10) calendar days prior to the Optional Prepayment Date, upon satisfaction date of the following conditions, Lender shall, in the case of any of the Parcels permit Borrower substitution pursuant to such option) to substitute (herein referred to as a different property “Substitution”) one or more containers, vehicle transport modules® and/or chassis (a "Replacement Parcel"collectively, the “Substitution Collateral”) for an original Parcel Containers, VTMs and/or Chassis (collectively, the “Existing Collateral”) that constitute Collateral hereunder, with such substitution to become effective on the date specified in such Substitution Notice (the "Replaced Parcel"“Substitution Date”), and following such substitution, Lender . The Substitution Notice shall release the Mortgage and any other Loan Documents from the Replaced Parcel: (i) the sum of the Allocated Loan Amount for describe the proposed Replaced Parcel and the Allocated Loan Amounts for all other Replaced Parcels which have previously been substituted for shall not exceed One Hundred Percent (100%) of the amount of the LoanSubstitution; (ii) no Event specify the fair market value of Default shall have occurred both the Existing Collateral and be continuing with respect to the LoanSubstitution Collateral within sixty (60) days of such Substitution Notice (the “Valuation Date”); (iii) the Borrower amends this Agreement, the Note and the other Loan Documents and executes such other documentation as Lender, the Servicer, or a Rating Agency may require to evidence the addition of the Replacement Parcel as collateral for the Loan and 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 accordance with FIRREA which are satisfactory to Lender and which demonstrate state that the fair market value of the Replacement Parcel equals Substitution Collateral is equal to or exceeds greater than the Existing Collateral; and (iv) state that the Substitution will not interfere with the Trustee’s ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral. Contemporaneously with the delivery of the Substitution Notice, the Company shall deliver to the Trustee (a) an Officer’s Certificate stating that (i) the Substitution (A) does not include any assets other than the Substitution Collateral, and (B) complies with the terms and conditions of the Indenture and this Agreement, including, without limitation, the provisions of this Section 4.04; (ii) there is no Default in existence or continuing on the date thereof, the Valuation Date, or the Substitution Date; (iii) the Substitution will not result in a Default or an Event of Default; (iv) all conditions precedent in the Indenture and this Agreement relating to the Substitution have been complied with; (b) all documentation required by the TIA (including, without limitation, Section 314(d) of the TIA) prior to the proposed Substitution; and (c) all documentation (including, without limitation, any necessary or appropriate Uniform Commercial Code financing statements or amendments thereto, together with a supplement to this Agreement in form and substance satisfactory to the Trustee providing that, as of the Substitution Date, the Substitution Collateral shall become Collateral under this Agreement) necessary or reasonably requested by the Trustee to grant to the Trustee a perfected first priority security interest in and Lien (subject only to Permitted Collateral Liens) on the Substitution Collateral. Upon the Company’s compliance with the foregoing provisions, effective as of the Substitution Date, at the expense (including payment of attorneys’ fees for the Trustee) of the Company (x) the Company shall execute such releases and other documents as the Company may reasonably request to release the Trustee’s Liens on the Existing Collateral, and (y) the Trustee shall take the steps necessary or appropriate to perfect the Trustee’s security interest in the Substitution Collateral. Notwithstanding the foregoing, no substitution of Collateral shall be permitted under this Section if the fair market value of all Substitution Collateral for all such substitutions occurring since the Replaced Parcel; (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 Loan Documents with respect to the Property assuming the inclusion of the Replacement Property; (xii) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any Rating Agency may require, and such due diligence items are satisfactory to Lender and the Rating Agencies; and (xiii) each Rating Agency confirms in writing that any rating issued by such Rating Agency in connection with a Securitization will not be downgraded, qualified, or withdrawn as a result of the substitution of the Replacement ParcelIssue Date exceeds $8,500,000.

Substitution of Collateral. At any time after Borrowers shall have the Release Date but prior to right not more than two (2) times during the Optional Prepayment Date, upon satisfaction of the following conditions, Lender shall, in the case of any of the 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 and any other Loan Documents from the Replaced Parcel: (i) the sum of the Allocated Loan Amount for the proposed Replaced Parcel and the Allocated Loan Amounts for all other Replaced Parcels which have previously been substituted for shall not exceed One Hundred Percent (100%) of the amount term of the Loan; , to substitute other real estate consisting of one or more buildings, reasonably acceptable to Lender (ii“Substitute Site”) for any single Site (a “Released Site”) and to obtain the release thereof from the lien of the Loan Documents (such event, a “Substitution”), subject to the following terms and conditions: (a) On the date of ▇▇▇▇▇▇▇▇▇’ request for a Substitution and on the date of the scheduled Substitution, 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 other documentation as Lender, the Servicer, or a Rating Agency may require to evidence the addition of the Replacement Parcel as collateral for the Loan and to confirm the enforceability of under the Loan Documents; ; (ivb) Borrowers give Lender receives at least sixty (60) days’ prior written notice of its request for a Qualified Survey Substitution, along with a Ten Thousand and No/100 Dollars ($10,000) Substitution fee for each Released Site, which fee is non-refundable regardless of whether the Replacement Parcel; requested Substitution is consummated; (vc) Lender approves At the status time of the consummation of the Substitution, Borrower must hold good and marketable fee simple title to the Replacement Parcel Substitute Site and obtains any personal property located therein or used in connection therewith; (d) All Improvements on the Substitute Site shall (i) have been completed lien-free and paid for in full and (ii) have been constructed in good and workmanlike manner and in compliance, in all material respects, with all applicable governmental requirements as determined by Lender in its sole and absolute discretion; (e) The Substitute Site shall be an industrial warehousing building in a Qualified Title Insurance Policy market and location acceptable to Lender, in its sole and absolute discretion, with Borrowers and Lender further acknowledging that: (A) Lender may, at such time of proposed Substitution, prefer the Substitute Site to be located in the Kansas City, MO-KS; the Houston-The Woodlands-Sugar Land, TX; the Indianapolis-Carmel-Anderson, IN; or the Memphis, TN-MS-AR Combined Statistical Area, Atlanta-▇▇▇▇▇ Springs-Roswell, GA (each a “CBSA”) (such CBSA as defined by the Office of Management and Budget of the United States), (B) Borrower may, at such time of proposed Substitution, propose and prefer the Substitute Site be located in a metropolitan area outside of the foregoing CSA or CBSA (a “Non-CSA Substitution” or “Non-CBSA Substitution”), (C) notwithstanding the preceding (A) and (B), Lender will make a good faith effort to affect such Substitution, even in the event of a Non-CSA or Non-CBSA Substitution request, and (D) notwithstanding the preceding (A), (B), and (C), Lender cannot, at the time of the making of the Loan, represent, warrant, or guarantee that such Non-CSA or Non-CBSA Substitution request; or the proposed Substitute Site (even if such Substitute Site is in complete or substantial conformity with the conditions, provisions, and requirements of this section) can or will be duly granted or approved, and ▇▇▇▇▇▇’s approval of such Non-CSA or Non-CBSA Substitution will be given or withheld in Lender’s reasonable discretion; (f) In the event of ▇▇▇▇▇▇’s approval of a Substitution, an Appraisal shall be conducted on the proposed Substitute Site (and the value determined by such Appraisal will be referred to as the “Substitute Site Current Value”). Such Appraisal shall be addressed to Lender, dated no earlier than ninety (90) days prior to any such Substitution and the cost of such Appraisal(s) shall be borne by Borrower(s); (g) Lender must determine in its reasonable discretion that the Substitute Site Current Value is greater than or equal to the sum derived from the following equation: {The Outstanding Principal Balance Then Owing on the Loan x The “Percentage of Loan Allocated to Site” (as that term is defined in Section 5 above) for the Replacement Parcel; Released Site} ÷ 0.55 (vithe “Substitution LTV Requirement”); (h) Lender receives such environmentalThe Substitute Site shall be subject to Lender’s then-current third-party report requirements, engineeringwhich shall include (but are not limited to) an ALTA or TLTA title policy (or similar endorsement to the existing ALTA or TLTA title policy), soilSurvey, Assessment, and other property condition reports regarding the Replacement Parcel Phase I (as those terms are hereinafter defined), including such endorsements as Lender may shall then require. The costs of obtaining such reports to be borne by ▇▇▇▇▇▇▇▇. Such reports shall be dated within ninety (90) days of the date of the execution of such Substitution. Additionally, ▇▇▇▇▇▇ shall have the right to inspect the Substitute Site and approve thereof; (i) The Substitute Site must satisfy Lender’s then-standard underwriting criteria and all the requirements set forth in this Application; and 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 Site, all of which reports must shall be satisfactory to Lenderobtained at Borrower’s expense: (1) as-built plans and specifications of all improvements, if available; (vii2) certificates of occupancy, if available, and evidence of compliance with local zoning code; (3) a rent roll and copies of all leases; (4) estoppel certificates from tenants (Borrowers agreeing to use commercially reasonable efforts to obtain estoppel certificates from all tenants, with acceptable estoppel certificates being signed by such tenants as Lender shall have received appraisals prepared in accordance with FIRREA which are satisfactory to Lender deems reasonably necessary); (5) subordination, non-disturbance and which demonstrate that the fair market value attornment agreements from such tenants of the Replacement Parcel equals or exceeds Substitute Site as Lender deems reasonably necessary; (6) insurance coverage consistent with the fair market value requirements of the Replaced ParcelSecurity Instrument; and (viii7) if the Replacement Parcel is a previously developed propertyoperating statements, for the twelve month period prior to the transfer, the budgets and other financial information as Lender may reasonably require; (j) The ratio of underwritten annual Net Operating Income following the consummation of the Substitution derived from the Substitute Site to a portion of the actual debt service on the Loan allocated based upon the Percentage of Loan Allocated to Site for the Replacement Parcel Site being removed, as determined by Lender using its customary procedures shall be not less than 1.50:1.0 (1.50x) (the “Substitution DSCR Requirement”); (k) Borrowers shall have equaled or exceeded the Net Operating Income for right to partially prepay, with the Replaced Parcel; applicable Reinvestment Charge, as much of the Loan as Lender determines is necessary to satisfy the Substitution LTV Requirement and/or the Substitution DSCR Requirement; (ixl) if the Replacement Parcel is a newly developed property, the projected annualized Net Operating Income for the Replacement Parcel Borrowers 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 executed and representations contained in the Loan Documents with respect to the Property assuming the inclusion of the Replacement Property; (xii) the Borrower delivers delivered to Lender such due diligence items regarding the Replacement Property documents as Lender or any Rating Agency may requireshall require in form and content reasonably acceptable to Lender spreading the lien of the Security Instrument and the Assignment to encumber the Substitute Site, reaffirming the obligations of Borrowers and Guarantor under the Loan and such due diligence items are satisfactory other documents as may be required by Lender, including an environmental indemnity agreement and other documents relating to the Substitute Site, in each case, in a form substantially similar to those executed and delivered to Lender and the Rating Agencies; and (xiii) each Rating Agency confirms in writing that any rating issued by such Rating Agency in connection with the Loan; and (m) In addition to the Substitution fee, Borrowers 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 consummated. (n) Borrowers’ right to a Securitization will Substitution is personal to Borrowers (and any transferee permitted without Lender consent as provided in Section 2) and shall not be downgradedassignable or exercisable by any other party without ▇▇▇▇▇▇’s prior, qualified, or withdrawn as a result of the substitution of the Replacement Parcelwritten consent.

Substitution of Collateral. At any time after the Release Date but prior to the Optional Prepayment Date, upon satisfaction of the following conditions, Lender shall, in the case of any of the 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 Mortgages and any other Loan Documents from the Replaced Parcel: (i) the sum of the Allocated Loan Amount for the proposed Replaced Parcel and the Allocated Loan Amounts for all other Replaced Parcels which have previously been substituted for shall not exceed One Hundred Fifty Percent (10050%) of the amount of the Loan; (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 other documentation as Lender, the Servicer, or a Rating Agency may require to evidence the addition of the Replacement Parcel as collateral for the Loan and 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 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; (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; (ixvi) 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; (xix) 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; (xix) the Borrower confirms all warranties and representations contained in the Loan Documents with respect to the Property assuming the inclusion of the Replacement Property; (xiixi) the Borrower delivers to Lender such due diligence items regarding the Replacement Property as Lender or any Rating Agency may require, and such due diligence items are satisfactory to Lender and the Rating Agencies; and (xiiixii) each Rating Agency confirms in writing that any rating issued by such Rating Agency in connection with a Securitization will not be downgraded, qualified, or withdrawn as a result of the substitution of the Replacement Parcel.