Common use of Collateral substitution Clause in Contracts

Collateral substitution. Borrower shall have the right from time to time to obtain the release of a Parcel or group of Parcels within a single office or office/industrial park (a “group”) and to substitute for said Parcel or group a new parcel or group of parcels not then subject to the lien of the Mortgage (“New Property”), the value of which New Property must be equal to or greater than 100% of the initial value (as determined by Lender in Lender’s sole discretion acting in good faith and which determination may, at Lender’s sole discretion, be based on an MAI appraisal) of the Parcel(s) to be replaced, subject to the following: (i) Borrower is not in default under the Loan or an event has not occurred which with the giving of notice or passage of time would constitute a default, (ii) with respect to the Property and the Other Properties combined, substitution is limited to no more than one transaction involving a Parcel or group of Parcels per year, and to no more than two (2) transactions involving a Parcel or group of Parcels and in no event more than six (6) Parcels over the term of the Loan, (iii) the Parcel(s) to be replaced shall be limited to the original Parcel(s) encumbered by this Mortgage and the Other Mortgages, respectively, (iv) the New Property is acceptable to Lender in its sole discretion acting in good faith and (v) Borrower and any other Liable Parties have complied with each of the provisions of the Loan Documents and Indemnity Agreement. Lender shall have the right to charge a processing fee for the substitution of each New Property, which processing fee shall be $20,000 per transaction. Borrower shall also pay to Lender all costs and expenses incurred by Lender in connection with any request for the collateral substitution or in connection with any appraisal required by Lender pursuant to this subsection 10.03(c), including, without limitation, reasonable attorneys’ fees and costs, recording costs and title insurance premiums. In addition, the Property, including the New Property and the Other Properties, shall be required to: (1) provide sufficient cash flow such that the ratio of the annual cash flow from the Property (following the substitution of the New Property) and the Other Properties to the annual debt service for the Loan is at least 1.40:1, and (2) support a loan to value ratio based on the value of the Property and the Other Properties less the value of the Parcel(s) to be replaced and including the value of the New Property being substituted (which will be determined by Lender at the time of the collateral substitution in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on an MAI appraisal), which is not greater than 75%. The maximum ratio shall be calculated by dividing the outstanding aggregate principal balance of the Loan, at the time of substitution, by the combined agreed value of the Property and the Other Properties as of the date of substitution. Borrower acknowledges and agrees that Lender’s right to accept or reject any New Property shall be exercisable in Lender’s sole discretion acting in good faith. Without limiting the basis for Lender’s rejection in good faith of a proposed collateral substitution, Lender shall be deemed to have exercised its sole discretion in good faith if it rejects a proposed collateral substitution based on any of the following criteria: value, environmental condition, market, location, product type, governmental restrictions, or condition of improvements or the rent rolls, tenants, and terms of the leases of tenants remaining after the substitution of the New Property. Borrower further acknowledges and agrees that Lender’s right is a material inducement to Lender’s agreeing to this collateral substitution provision, and but for Borrower’s agreement that Lender may accept or reject any New Property Lender would not agree to provide this collateral substitution provision.

Collateral substitution. Borrower shall have the right from time to time to obtain the release of a Parcel or group of Parcels within a single office or office/industrial park (a “"group”") and to substitute the same for said Parcel or group a new parcel or group of parcels not then subject to the lien of the Mortgage (“"New Property”"), the value of which New Property must be equal to or greater than 100110% of the initial value (as determined by Lender in Lender’s 's sole discretion acting in good faith and which determination may, at Lender’s 's sole discretion, be based on an MAI appraisal) of the Parcel(s) to be replaced, replaced subject to the following: (i) Borrower is not in default under the Loan or an event has not occurred which with the giving of notice or passage of time would constitute a default, (ii) with respect to the Property and the Other Properties combined, substitution is limited to no more than one transaction involving a Parcel or group of Parcels per year, and to no more than two five (25) transactions involving a Parcel or group of Parcels and in no event more than six ten (610) Parcels over the term of the Loan, (iii) the Parcel(s) to be replaced shall be limited to the original Parcel(s) encumbered by this Mortgage and the Other Mortgages, respectively, (iv) the New Property is acceptable to Lender in its sole discretion acting in good faith and (v) Borrower and any other Liable Parties have complied with each of the provisions of the Loan Documents and Indemnity Agreement. Lender shall have the right to charge a processing fee for the substitution of each New Property, which processing fee shall be $20,000 per transaction. Borrower shall also pay to Lender all costs and expenses incurred by Lender in connection with any request for the collateral substitution or in connection with any appraisal required by Lender pursuant to this subsection 10.03(c), including, without limitation, reasonable attorneys’ ' fees and costs, recording costs and title insurance premiums. In addition, the Property, including the New Property and the Other PropertiesProperty, shall be required to: (1) provide sufficient cash flow such that the ratio of the annual cash flow from the Property (following the substitution of the New Property) and the Other Properties to the annual debt service for the Loan is at least 1.40:1, and (2) support a loan to value ratio based on the value of the Property and the Other Properties less the value of the Parcel(s) to be replaced and including the value of the New Property being substituted (which will be determined by Lender at the time of the collateral substitution in Lender’s 's sole discretion acting in good faith and which may, at Lender’s 's sole discretion, be based on an MAI appraisal), ) which is not greater than 75%. The maximum the ratio shall be calculated by resulting from dividing the outstanding aggregate principal balance of the Loan, Loan at the time of substitution, transfer by the combined agreed value of the Property and the Other Properties as of the date of substitutionAcceptance Date as shown on Exhibit "B" to the Application, minus three percent (3%). Borrower acknowledges and agrees that Lender’s 's right to accept or reject any New Property shall be exercisable in Lender’s 's sole discretion acting in good faith. Without limiting the basis for Lender’s 's rejection in good faith of a proposed collateral substitution, Lender shall be deemed to have exercised its sole discretion in good faith if it rejects a proposed collateral substitution based on any of the following criteria: value, environmental condition, market, location, product type, governmental restrictions, or condition of improvements or the rent rolls, tenants, and terms of the leases of tenants remaining after the substitution of the New Property. Borrower further acknowledges and agrees that Lender’s right is a material inducement to Lender’s agreeing to this collateral substitution provision, and but for Borrower’s agreement that Lender may accept or reject any New Property Lender would not agree to provide this collateral substitution provision.discretion

Collateral substitution. Borrower shall have the right from time to time to obtain the release of a Parcel or group of Parcels within a single office or office/industrial park (a “"group”") and to substitute the same for said Parcel or group a new parcel or group of parcels not then subject to the lien of the Mortgage (“"New Property”"), the value of which New Property must be equal to or greater than 100110% of the initial value (as determined by Lender in Lender’s 's sole discretion acting in good faith and which determination may, at Lender’s 's sole discretion, be based on an MAI appraisal) of the Parcel(s) to be replaced, replaced subject to the following: (i) Borrower is not in default under the Loan or an event has not occurred which with the giving of notice or passage of time would constitute a default, (ii) with respect to the Property and the Other Properties combined, substitution is limited to no more than one transaction involving a Parcel or group of Parcels per year, and to no more than two five (25) transactions involving a Parcel or group of Parcels and in no event more than six ten (610) Parcels over the term of the Loan, (iii) the Parcel(s) to be replaced shall be limited to the original Parcel(s) encumbered by this Mortgage and the Other Mortgages, respectively, (iv) the New Property is acceptable to Lender in its sole discretion acting in good faith and (v) Borrower and any other Liable Parties have complied with each of the provisions of the Loan Documents and Indemnity Agreement. Lender shall have the right to charge a processing fee for the substitution of each New Property, which processing fee shall be $20,000 per transaction. Borrower shall also pay to Lender all costs and expenses incurred by Lender in connection with any request for the collateral substitution or in connection with any appraisal required by Lender pursuant to this subsection 10.03(c), including, without limitation, reasonable attorneys’ ' fees and costs, recording costs and title insurance premiums. In addition, the Property, including the New Property and the Other PropertiesProperty, shall be required to: (1) provide sufficient cash flow such that the ratio of the annual cash flow from the Property (following the substitution of the New Property) and the Other Properties to the annual debt service for the Loan is at least 1.40:1, and (2) support a loan to value ratio based on the value of the Property and the Other Properties less the value of the Parcel(s) to be replaced and including the value of the New Property being substituted (which will be determined by Lender at the time of the collateral substitution in Lender’s 's sole discretion acting in good faith and which may, at Lender’s 's sole discretion, be based on an MAI appraisal), ) which is not greater than 75%. The maximum the ratio shall be calculated by resulting from dividing the outstanding aggregate principal balance of the Loan, Loan at the time of substitution, transfer by the combined agreed value of the Property and the Other Properties as of the date of substitutionAcceptance Date as shown on Exhibit "B" to the Application, minus three percent (3%). Borrower acknowledges and agrees that Lender’s 's right to accept or reject any New Property shall be exercisable in Lender’s 's sole discretion acting in good faith. Without limiting the basis for Lender’s 's rejection in good faith of a proposed collateral substitution, Lender shall be deemed to have exercised its sole discretion in good faith if it rejects a proposed collateral substitution based on any of the following criteria: value, environmental condition, market, location, product type, governmental restrictions, or condition of improvements or the rent rolls, tenants, and terms of the leases of tenants remaining after the substitution of the New Property. Borrower further acknowledges and agrees that Lender’s right is a material inducement to Lender’s agreeing to this collateral substitution provision, and but for Borrower’s agreement that Lender may accept or reject any New Property Lender would not agree to provide this collateral substitution provision.,

Collateral substitution. Borrower shall have the right from time to time to obtain the release of a Parcel or group of Parcels within a single office or office/industrial park (a “"group”") and to substitute for said such Parcel or group a new parcel or group of parcels not then subject to the lien of the Mortgage (“"New Property”"), the value of which New Property must be equal to or greater than 100110% of the initial value (as determined by Lender in Lender’s 's sole discretion acting in good faith and which determination may, at Lender’s 's sole discretion, be based on an MAI appraisal) of the Parcel(s) to be replaced, replaced subject to the following: (i) Borrower is not in default under the Loan or an event has not occurred which with the giving of notice or passage of time would constitute a default, (ii) with respect to the Property and the Other Properties combined, substitution is limited to no more than one transaction involving a Parcel or group of Parcels per year, and to no more than two (2) transactions involving a Parcel or group of Parcels and in no event more than six four (64) Parcels over the term of the Loan, (iii) the Parcel(s) to be replaced shall be limited to the original Parcel(s) encumbered by this Mortgage and the Other Mortgages, respectively, (iv) the New Property is acceptable to Lender in its sole discretion acting in good faith and (v) Borrower and any other Liable Parties have complied with each of the provisions of the Loan Documents and Indemnity Agreement. Lender shall have the right to charge a processing fee for the substitution of each New Property, which processing fee shall be $20,000 per transaction. Borrower shall also pay to Lender all costs and expenses incurred by Lender in connection with any request for the collateral substitution or in connection with any appraisal required by Lender pursuant to this subsection 10.03(c), including, without limitation, reasonable attorneys’ ' fees and costs, recording costs and title insurance premiums. In addition, the Property, including the New Property and the Other PropertiesProperty, shall be required to: (1) provide sufficient cash flow such that the ratio of the annual cash flow from the Property (following the substitution of the New Property) and the Other Properties to the annual debt service for the Loan is at least 1.40:1, and (2) support a loan to value ratio based on the value of the Property and the Other Properties less the value of the Parcel(s) to be replaced and including the value of the New Property being substituted (which will be determined by Lender at the time of the collateral substitution in Lender’s 's sole discretion acting in good faith and which may, at Lender’s 's sole discretion, be based on an MAI appraisal), ) which is not greater than 75%. The maximum the ratio shall be calculated by resulting from dividing the outstanding aggregate principal balance of the Loan, Loan at the time of substitution, transfer by the combined agreed value of the Property and the Other Properties as of the date of substitutionAcceptance Date as shown on Exhibit "B" to the Application, minus three percent (3%). Borrower acknowledges and agrees that Lender’s 's right to accept or reject any New Property shall be exercisable in Lender’s 's sole discretion acting in good faith. Without limiting the basis for Lender’s 's rejection in good faith of a proposed collateral substitution, Lender shall be deemed to have exercised its sole discretion in good faith if it rejects a proposed collateral substitution based on any of the following criteria: value, environmental condition, market, location, product type, governmental restrictions, or condition of improvements or the rent rolls, tenants, and terms of the leases of tenants remaining after the substitution of the New Property. Borrower further acknowledges and agrees that Lender’s 's right is a material inducement to Lender’s 's agreeing to this collateral substitution provision, and but for Borrower’s 's agreement that Lender may accept or reject any New Property Lender would not agree to provide this collateral substitution provision.

Collateral substitution. Each Borrower shall have the right from time ability to time to obtain the release of replace any Leasing Real Property Collateral with a Parcel or group of Parcels within a single office or office/industrial park different Eligible Leasing Real Property (each a “group”) and to substitute for said Parcel or group a new parcel or group of parcels not then subject to the lien of the Mortgage (“New Substitute Collateral Property”), subject to the value satisfaction of which New each of the following conditions precedent: (a) Borrowers shall provide Agent with thirty (30) days written notice of such Borrower’s desire to replace any existing Leasing Real Property subject to a Security Instrument with a Substitute Collateral Property, provided that, notice under Section 11.10(a) shall suffice in the event the replacement of an existing Leasing Real Property Collateral with Substitute Collateral Property is intended to cure an Event of Default pursuant to such Section and provided further that, Borrowers shall thereafter diligently pursue such replacement in accordance with the terms and conditions set forth in the last paragraph of Section 4 of the Rider; and (b) As of the date of such ▇▇▇▇▇▇▇▇’s delivery of notice of request to exercise its option to replace Leasing Real Property subject to a Security Instrument with Substitute Collateral Property, no Event of Default shall have occurred and be continuing (other than an Event of Default that would be cured after replacement of such Leasing Real Property Collateral), and each Borrower shall so certify in writing; and (c) The Substitute Collateral Property must be equal to vested as a fee simple interest, free of liens and encumbrances (other than Permitted Liens), in the name of an Obligor (or greater than 100% the fee owner of the initial value Substitute Collateral Property must execute a joinder in form reasonably satisfactory to Agent to become an Obligor); and (as determined d) Subject to Sections 8.8 and 11.6, the Obligors shall execute or cause the execution of all documents required by Lender Agent to create and perfect (it being understood and agreed that perfection will only be achieved in Lender’s sole discretion acting accordance with the terms of this Agreement including Section 8.8) security interest in good faith the Substitute Collateral Property, including but not limited to, a Security Instrument in form and which determination may, at Lender’s sole discretion, be based on detail satisfactory to Agent in its Permitted Discretion with respect to such Substitute Collateral Property; and (e) The Obligors shall execute and deliver to Agent an MAI appraisal) environmental indemnity agreement in form of the Parcel(sIndemnity and detail satisfactory to Agent in its Permitted Discretion with respect to such Substitute Collateral Property; (f) For each Substitute Collateral Property, the Borrowers shall provide to be replacedAgent insurance certificates or other evidence of coverage in form reasonably acceptable to Agent, subject with coverage amounts, deductibles, limits and retentions as required by Agent more particularly described in this Agreement; and (g) The Borrowers shall make all applicable representations, warranties and covenants set forth in this Agreement, mutatis mutandis, in connection with the Substitute Collateral Property; (h) Agent shall have received, reviewed and approved a written appraisal for the Substitute Collateral Property prepared in conformance with the Agent’s requirements, confirming to the following: satisfaction of Agent in its Permitted Discretion that the Loans do not result in an Overadvance; (i) Borrower is not in default under the Loan or an event has not occurred which with the giving of notice or passage of time would constitute a defaultAgent shall have received and approved updated environmental reports, (ii) with respect to the Property and the Other Properties combinedenvironmental impact reports, substitution is limited to no more than one transaction involving a Parcel or group of Parcels per year, and to no more than two (2) transactions involving a Parcel or group of Parcels and in no event more than six (6) Parcels over the term of the Loan, (iii) the Parcel(s) to be replaced shall be limited to the original Parcel(s) encumbered by this Mortgage and the Other Mortgages, respectively, (iv) the New Property is acceptable to Lender in its sole discretion acting in good faith and (v) Borrower entitlement information and any other Liable Parties have complied information Agent deems necessary in its Permitted Discretion in connection with each the Substitute Collateral Property; (j) The owner of the provisions Substitute Collateral Property must be a Subsidiary Guarantor; and (k) Agent shall have received and approved current financial statements from each Obligor. For the avoidance of doubt, each Substitute Collateral Property approved by Agent will be included in the definition of “Eligible Leasing Real Property” as used herein, and each Leasing Real Property replaced by the Substitute Collateral Property (each a “Replaced Collateral Property”) shall no longer constitute Leasing Real Property Collateral hereunder and the owner of such Replaced Collateral Property shall be released from its obligations under the Loan Documents and Indemnity Agreement. Lender shall have the right to charge no longer constitute a processing fee for the substitution of each New Property, which processing fee shall be $20,000 per transaction. Borrower shall also pay to Lender all costs and expenses incurred by Lender in connection with any request for the collateral substitution or in connection with any appraisal required by Lender pursuant to this subsection 10.03(c), including, without limitation, reasonable attorneys’ fees and costs, recording costs and title insurance premiums. In addition, the Property, including the New Property and the Other Properties, shall be required to: (1) provide sufficient cash flow such that the ratio of the annual cash flow from the Property (following the substitution of the New Property) and the Other Properties to the annual debt service for the Loan is at least 1.40:1, and (2) support a loan to value ratio based on the value of the Property and the Other Properties less the value of the Parcel(s) to be replaced and including the value of the New Property being substituted (which will be determined by Lender at the time of the collateral substitution in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on an MAI appraisal), which is not greater than 75%. The maximum ratio shall be calculated by dividing the outstanding aggregate principal balance of the Loan, at the time of substitution, by the combined agreed value of the Property and the Other Properties as of the date of substitution. Borrower acknowledges and agrees that Lender’s right to accept or reject any New Property shall be exercisable in Lender’s sole discretion acting in good faith. Without limiting the basis for Lender’s rejection in good faith of a proposed collateral substitution, Lender shall be deemed to have exercised its sole discretion in good faith if it rejects a proposed collateral substitution based on any of the following criteria: value, environmental condition, market, location, product type, governmental restrictions, or condition of improvements or the rent rolls, tenants, and terms of the leases of tenants remaining after the substitution of the New Property. Borrower further acknowledges and agrees that Lender’s right is a material inducement to Lender’s agreeing to this collateral substitution provision, and but for Borrower’s agreement that Lender may accept or reject any New Property Lender would not agree to provide this collateral substitution provision“Guarantor” hereunder.

Collateral substitution. Borrower shall have the right from time to time to obtain the release of a Parcel or group of Parcels within a single office or office/industrial park (a “group”) and to substitute for said Parcel or group a new parcel or group of parcels not then subject to the lien of the Mortgage (“New Property”), the value of which New Property must be equal to or greater than 100% of the initial value (as determined by Lender in Lender’s sole discretion acting in good faith and which determination may, at Lender’s sole discretion, be based on an MAI appraisal) of the Parcel(s) to be replaced, subject to the following: (i) Borrower is not in default under the Loan or an event has not occurred which with the giving of notice or passage of time would constitute a default, (ii) with respect to the Property and the Other Properties combined, substitution is limited to no more than one transaction involving a Parcel or group of Parcels per year, and to no more than two (2) transactions involving a Parcel or group of Parcels and in no event more than six (6) Parcels over the term of the Loan, (iii) the Parcel(s) to be replaced shall be limited to the original Parcel(s) encumbered by this Mortgage and the Other Mortgages, respectively, (iv) the New Property is acceptable to Lender in its sole discretion acting in good faith and (v) Borrower and any other Liable Parties have complied with each of the provisions of the Loan Documents and Indemnity Agreement. Lender shall have the right to charge a processing fee for the substitution of each New Property, which processing fee shall be $20,000 per transaction. Borrower shall also pay to Lender all costs and expenses incurred by Lender in connection with any request for the collateral substitution or in connection with any appraisal required by Lender pursuant to this subsection 10.03(c), including, without limitation, reasonable attorneys’ fees and costs, recording costs and title insurance premiums. In addition, the Property, including the New Property Property, and the Other Properties, shall be required to: (1) provide sufficient cash flow such that the ratio of the annual cash flow from the Property (following the substitution of the New Property) and the Other Properties to the annual debt service for the Loan is at least 1.40:1, and (2) support a loan to value ratio based on the value of the Property and the Other Properties less the value of the Parcel(s) to be replaced and including the value of the New Property being substituted (which will be determined by Lender at the time of the collateral substitution in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on an MAI appraisal), which is not greater than 75%. The maximum ratio shall be calculated by dividing the outstanding aggregate principal balance of the Loan, at the time of substitution, by the combined agreed value of the Property and the Other Properties as of the date of the substitution. Borrower acknowledges and agrees that Lender’s right to accept or reject any New Property shall be exercisable in Lender’s sole discretion acting in good faith. Without limiting the basis for Lender’s rejection in good faith of a proposed collateral substitution, Lender shall be deemed to have exercised its sole discretion in good faith if it rejects a proposed collateral substitution based on any of the following criteria: value, environmental condition, market, location, product type, governmental restrictions, or condition of improvements or the rent rolls, tenants, and terms of the leases of tenants remaining after the substitution of the New Property. Borrower further acknowledges and agrees that Lender’s right is a material inducement to Lender’s agreeing to this collateral substitution provision, and but for Borrower’s agreement that Lender may accept or reject any New Property Lender would not agree to provide this collateral substitution provision.

Collateral substitution. Borrower shall have the right from time to time to obtain the release of a Parcel or group of Parcels within a single office or office/industrial park (a “group”) and to substitute for said Parcel or group a new parcel or group of parcels not then subject to the lien of the Mortgage (“New Property”), the value of which New Property must be equal to or greater than 100% of the initial value (as determined by Lender in Lender’s sole discretion acting in good faith and which determination may, at Lender’s sole discretion, be based on an MAI appraisal) of the Parcel(s) to be replaced, subject to the following: (i) Borrower is not in default under the Loan or an event has not occurred which with the giving of notice or passage of time would constitute a default, (ii) with respect to the Property and the Other Properties combined, substitution is limited to no more than one transaction involving a Parcel or group of Parcels per year, and to no more than two (2) transactions involving a Parcel or group of Parcels and in no event more than six (6) Parcels over the term of the Loan, (iii) the Parcel(s) to be replaced shall be limited to the original Parcel(s) encumbered by this Mortgage and the Other Mortgages, respectively, (iv) the New Property is acceptable to Lender in its sole discretion acting in good faith and (v) Borrower and any other Liable Parties have complied with each of the provisions of the Loan Documents and Indemnity Agreement. Lender shall have the right to charge a processing fee for the substitution of each New Property, which processing fee shall be $20,000 per transaction. Borrower shall also pay to Lender all costs and expenses incurred by Lender in connection with any request for the collateral substitution or in connection with any appraisal required by Lender pursuant to this subsection 10.03(c), including, without limitation, reasonable attorneys’ fees and costs, recording costs and title insurance premiums. In addition, the Property, including the New Property and the Other Properties, shall be required to: (1) provide sufficient cash flow such that the ratio of the annual cash flow from the Property (following the substitution of the New Property) and the Other Properties to the annual debt service for the Loan is at least 1.40:1, and (2) support a loan to value ratio based on the value of the Property and the Other Properties less the value of the Parcel(s) to be replaced and including the value of the New Property being substituted (which will be determined by Lender at the time of the collateral substitution in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on an MAI appraisal), which is not greater than 75%. The maximum ratio shall be calculated by dividing the outstanding aggregate principal balance of the Loan, at the time of substitution, by the combined agreed value of the Property and the Other Properties as of the date of the substitution. Borrower acknowledges and agrees that Lender’s right to accept or reject any New Property shall be exercisable in Lender’s sole discretion acting in good faith. Without limiting the basis for Lender’s rejection in good faith of a proposed collateral substitution, Lender shall be deemed to have exercised its sole discretion in good faith if it rejects a proposed collateral substitution based on any of the following criteria: value, environmental condition, market, location, product type, governmental restrictions, or condition of improvements or the rent rolls, tenants, and terms of the leases of tenants remaining after the substitution of the New Property. Borrower further acknowledges and agrees that Lender’s right is a material inducement to Lender’s agreeing to this collateral substitution provision, and but for Borrower’s agreement that Lender may accept or reject any New Property Lender would not agree to provide this collateral substitution provision.

Collateral substitution. Borrower shall have the right from time to time to obtain the release of a Parcel or group of Parcels within a single office or office/industrial park (a “"group”") and to substitute the same for said Parcel or group a new parcel or group of parcels not then subject to the lien of the Mortgage (“"New Property”"), the value of which New Property must be equal to or greater than 100110% of the initial value (as determined by Lender in Lender’s 's sole discretion acting in good faith and which determination may, at Lender’s 's sole discretion, be based on an MAI appraisal) of the Parcel(s) to be replaced, replaced subject to the following: (i) Borrower is not in default under the Loan or an event has not occurred which with the giving of notice or passage of time would constitute a default, (ii) with respect to the Property and the Other Properties combined, substitution is limited to no more than one transaction involving a Parcel or group of Parcels per year, and to no more than two five (25) transactions involving a Parcel or group of Parcels and in no event more than six ten (610) Parcels over the term of the Loan, (iii) the Parcel(s) to be replaced shall be limited to the original Parcel(s) encumbered by this Mortgage and the Other Mortgages, respectively, (iv) the New Property is acceptable to Lender in its sole discretion acting in good faith and (v) Borrower and any other Liable Parties have complied with each of the provisions of the Loan Documents and Indemnity Agreement. Lender shall have the right to charge a processing fee for the substitution of each New Property, which processing fee shall be $20,000 per transaction. Borrower shall also pay to Lender all costs and expenses incurred by Lender in connection with any request for the collateral substitution or in connection with any appraisal required by Lender pursuant to this subsection 10.03(c), including, without limitation, reasonable attorneys’ ' fees and costs, recording costs and title insurance premiums. In addition, the Property, including the New Property and the Other PropertiesProperty, shall be required to: (1) provide sufficient cash flow such that the ratio of the annual cash flow from the Property (following the substitution of the New Property) and the Other Properties to the annual debt service for the Loan is at least 1.40:1, and (2) support a loan to value ratio based on the value of the Property and the Other Properties less the value of the Parcel(s) to be replaced and including the value of the New Property being substituted (which will be determined by Lender at the time of the collateral substitution in Lender’s 's sole discretion acting in good faith and which may, at Lender’s 's sole discretion, be based on an MAI appraisal), ) which is not greater than 75%. The maximum the ratio shall be calculated by resulting from dividing the outstanding aggregate principal balance of the Loan, Loan at the time of substitution, transfer by the combined agreed value of the Property and the Other Properties as of the date of substitutionAcceptance Date as shown on Exhibit "B" to the Application, minus three percent (3%). Borrower acknowledges and agrees that Lender’s 's right to accept or reject any New Property shall be exercisable in Lender’s 's sole discretion acting in good faith. Without limiting the basis for Lender’s 's rejection in good faith of a proposed collateral substitution, Lender shall be deemed to have exercised its sole discretion in good faith if it rejects a proposed collateral substitution based on any of the following criteria: value, environmental condition, market, location, product type, governmental restrictions, or condition of improvements or the rent rolls, tenants, and terms of the leases of tenants remaining after the substitution of the New Property. Borrower further acknowledges and agrees that Lender’s 's right is a material inducement to Lender’s 's agreeing to this collateral substitution provision, and but for Borrower’s 's agreement that Lender may accept or reject any New Property Lender would not agree to provide this collateral substitution provision.

Collateral substitution. Borrower shall have the right from time to time to obtain the release of a Parcel or group of Parcels within a single office or office/industrial park (a “"group”") and to substitute for said Parcel or group a new parcel or group of parcels not then subject to the lien of the Mortgage (“"New Property”"), the value of which New Property must be equal to or greater than 100110% of the initial value (as determined by Lender in Lender’s 's sole discretion acting in good faith and which determination may, at Lender’s 's sole discretion, be based on an MAI appraisal) of the Parcel(s) to be replaced, replaced subject to the following: (i) Borrower is not in default under the Loan or an event has not occurred which with the giving of notice or passage of time would constitute a default, (ii) with respect to the Property and the Other Properties combined, substitution is limited to no more than one transaction involving a Parcel or group of Parcels per year, and to no more than two (2) transactions involving a Parcel or group of Parcels and in no event more than six four (64) Parcels over the term of the Loan, (iii) the Parcel(s) to be replaced shall be limited to the original Parcel(s) encumbered by this Mortgage and the Other Mortgages, respectively, (iv) the New Property is acceptable to Lender in its sole discretion acting in good faith and (v) Borrower and any other Liable Parties have complied with each of the provisions of the Loan Documents and Indemnity Agreement. Lender shall have the right to charge a processing fee for the substitution of each New Property, which processing fee shall be $20,000 per transaction. Borrower shall also pay to Lender all costs and expenses incurred by Lender in connection with any request for the collateral substitution or in connection with any appraisal required by Lender pursuant to this subsection 10.03(c), including, without limitation, reasonable attorneys’ ' fees and costs, recording costs and title insurance premiums. In addition, the Property, including the New Property and the Other PropertiesProperty, shall be required to: (1) provide sufficient cash flow such that the ratio of the annual cash flow from the Property (following the substitution of the New Property) and the Other Properties to the annual debt service for the Loan is at least 1.40:1, and (2) support a loan to value ratio based on the value of the Property and the Other Properties less the value of the Parcel(s) to be replaced and including the value of the New Property being substituted (which will be determined by Lender at the time of the collateral substitution in Lender’s 's sole discretion acting in good faith and which may, at Lender’s 's sole discretion, be based on an MAI appraisal), ) which is not greater than 75%. The maximum the ratio shall be calculated by resulting from dividing the outstanding aggregate principal balance of the Loan, Loan at the time of substitution, transfer by the combined agreed value of the Property and the Other Properties as of the date of substitutionAcceptance Date as shown on Exhibit "B" to the Application, minus three percent (3%). Borrower acknowledges and agrees that Lender’s 's right to accept or reject any New Property shall be exercisable in Lender’s 's sole discretion acting in good faith. Without limiting the basis for Lender’s 's rejection in good faith of a proposed collateral substitution, Lender shall be deemed to have exercised its sole discretion in good faith if it rejects a proposed collateral substitution based on any of the following criteria: value, environmental condition, market, location, product type, governmental restrictions, or condition of improvements or the rent rolls, tenants, and terms of the leases of tenants remaining after the substitution of the New Property. Borrower further acknowledges and agrees that Lender’s 's right is a material inducement to Lender’s 's agreeing to this collateral substitution provision, and but for Borrower’s 's agreement that Lender may accept or reject any New Property Lender would not agree to provide this collateral substitution provision.

Collateral substitution. (i) Each Borrower shall have the right from time ability to time to obtain the release of replace any LRP Loan Collateral with a Parcel or group of Parcels within a single office or office/industrial park different Eligible Leasing Real Property (each a “group”) and to substitute for said Parcel or group a new parcel or group of parcels not then subject to the lien of the Mortgage (“New Substitute Collateral Property”), subject to the value satisfaction of which New each of the following conditions precedent: (ii) Borrowers shall provide Agent with thirty (30) days written notice of such Borrower’s desire to replace any existing Leasing Real Property subject to a Security Instrument with a Substitute Collateral Property, provided that, notice under Section 1.7(a)(i) of this Addendum shall suffice in the event the replacement of an existing LRP Loan Collateral with Substitute Collateral Property is intended to cure an Event of Default pursuant to such Section and provided further that, Borrowers shall thereafter diligently pursue such replacement in accordance with the terms and conditions set forth in the last paragraph of Section 4 of the Rider; and (iii) As of the date of such ▇▇▇▇▇▇▇▇’s delivery of notice of request to exercise its option to replace Leasing Real Property subject to a Security Instrument with Substitute Collateral Property, no Event of Default shall have occurred and be continuing (other than an Event of Default that would be cured after replacement of such LRP Loan Collateral), and each Borrower shall so certify in writing; and (iv) The Substitute Collateral Property must be equal to vested as a fee simple interest, free of liens and encumbrances (other than Permitted Liens), in the name of an Obligor (or greater than 100% the fee owner of the initial value Substitute Collateral Property must execute a joinder in form reasonably satisfactory to Agent to become an Obligor); and (as determined v) the Obligors shall execute or cause the execution of all documents required by Lender Agent to create and perfect (it being understood and agreed that perfection will only be achieved in Lender’s sole discretion acting in good faith and which determination may, at Lender’s sole discretion, be based on an MAI appraisal) of the Parcel(s) to be replaced, subject to the following: (i) Borrower is not in default under the Loan or an event has not occurred which accordance with the giving terms of notice or passage of time would constitute this Agreement) security interest in the Substitute Collateral Property, including but not limited to, a default, (ii) Security Instrument in form and detail satisfactory to Agent in its Permitted Discretion with respect to such Substitute Collateral Property; and (vi) The Obligors shall execute and deliver to Agent an Indemnity with respect to such Substitute Collateral Property; (vii) For each Substitute Collateral Property, the Property Borrowers shall provide to Agent insurance certificates or other evidence of coverage in form reasonably acceptable to Agent, with coverage amounts, deductibles, limits and retentions as required by Agent more particularly described in this Agreement; and (viii) The Borrowers shall make all applicable representations, warranties and covenants set forth in this Addendum and the Other Properties combinedLoan Agreement, substitution is limited to no more than one transaction involving mutatis mutandis, in connection with the Substitute Collateral Property; (ix) Agent shall have received, reviewed and approved a Parcel or group of Parcels per yearwritten appraisal for the Substitute Collateral Property prepared in conformance with the Agent’s requirements, and to no more than two (2) transactions involving a Parcel or group of Parcels and in no event more than six (6) Parcels over the term of the Loan, (iii) the Parcel(s) to be replaced shall be limited confirming to the original Parcel(s) encumbered by this Mortgage and the Other Mortgages, respectively, (iv) the New Property is acceptable to Lender satisfaction of Agent in its sole discretion acting Permitted Discretion that the Loans do not result in good faith an Overadvance; (x) Agent shall have received and (v) Borrower approved updated environmental reports, environmental impact reports, entitlement information and any other Liable Parties have complied information Agent deems necessary in its Permitted Discretion in connection with each the Substitute Collateral Property; (xi) The owner of the provisions Substitute Collateral Property must be a Subsidiary Guarantor; and (xii) Agent shall have received and approved current financial statements from each Obligor. For the avoidance of doubt, each Substitute Collateral Property approved by Agent will be included in the definition of “Eligible Leasing Real Property” as used herein, and each Leasing Real Property replaced by the Substitute Collateral Property (each a “Replaced Collateral Property”) shall no longer constitute LRP Loan Collateral hereunder and the owner of such Replaced Collateral Property shall be released from its obligations under the Loan Documents and Indemnity Agreement. Lender shall have the right to charge no longer constitute a processing fee for the substitution of each New Property, which processing fee shall be $20,000 per transaction. Borrower shall also pay to Lender all costs and expenses incurred by Lender in connection with any request for the collateral substitution or in connection with any appraisal required by Lender pursuant to this subsection 10.03(c), including, without limitation, reasonable attorneys’ fees and costs, recording costs and title insurance premiums. In addition, the Property, including the New Property and the Other Properties, shall be required to: (1) provide sufficient cash flow such that the ratio of the annual cash flow from the Property (following the substitution of the New Property) and the Other Properties to the annual debt service for the Loan is at least 1.40:1, and (2) support a loan to value ratio based on the value of the Property and the Other Properties less the value of the Parcel(s) to be replaced and including the value of the New Property being substituted (which will be determined by Lender at the time of the collateral substitution in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on an MAI appraisal), which is not greater than 75%. The maximum ratio shall be calculated by dividing the outstanding aggregate principal balance of the Loan, at the time of substitution, by the combined agreed value of the Property and the Other Properties as of the date of substitution. Borrower acknowledges and agrees that Lender’s right to accept or reject any New Property shall be exercisable in Lender’s sole discretion acting in good faith. Without limiting the basis for Lender’s rejection in good faith of a proposed collateral substitution, Lender shall be deemed to have exercised its sole discretion in good faith if it rejects a proposed collateral substitution based on any of the following criteria: value, environmental condition, market, location, product type, governmental restrictions, or condition of improvements or the rent rolls, tenants, and terms of the leases of tenants remaining after the substitution of the New Property. Borrower further acknowledges and agrees that Lender’s right is a material inducement to Lender’s agreeing to this collateral substitution provision, and but for Borrower’s agreement that Lender may accept or reject any New Property Lender would not agree to provide this collateral substitution provision“Guarantor” hereunder.