Common use of Substitution of Collateral Clause in Contracts

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1a) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) Article IV or (c) hereof V has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("“Prior Collateral"”) and to obtain the release of such Prior Collateral from the Lien hereof of such Prior Collateralcreated by this Agreement. (2b) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor it shall (i) give written notice from an Authorized Representative to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereofcreated by this Agreement, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto B and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that with respect to such items of additional Pledged Collateral the representations and warranties contained in such Exhibit A hereto B are true and correct on and as of the date thereof. The of such certificate, and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion, dated the date of such delivery, of counsel addressed to the Collateral Agent confirming the representations contained in the first sentence of paragraph 3(a) of Exhibit B insofar as it relates to securities laws and in the second sentence of paragraph 3(b) of Exhibit B. Pledgor hereby covenants and agrees to pay all fees, taxes and expenses related to the substitution of the Collateral and take all actions required under Section 6(d) 5.4 and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3c) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the a Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor he shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereofthereof and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion (dated the date of such delivery) of counsel addressed to the Collateral Agent confirming the representations contained in the second sentence of paragraph 3(b) of Exhibit A hereto. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The In addition to and not by limitation of Pledgor’s rights under Section 6.1(b) of the Contract, Pledgor may substitute Collateral in accordance with the following provisions: (1a) Unless an a Default or Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit deliver Eligible Collateral with to the Collateral Agent in substitution for any of the Pledged Items or other Collateral previously deposited delivered to the Collateral Agent hereunder ("“Prior Collateral"”) and to obtain the release of such Prior Collateral from the Lien hereof of such Prior Collateralcreated by this Agreement. (2b) If the Pledgor wishes to deposit deliver Eligible Collateral with to the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice from an Authorized Representative to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereofcreated by this Agreement, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto B and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that with respect to which the Lien created by this Agreement is to be transferred to the Pledgor released and (B) certifying that with respect to such items of substitute Eligible Collateral, the representations and warranties contained in such Exhibit A hereto B are true and correct on and as of the date thereofof such certificate, and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion, dated the date of such delivery, of counsel addressed to the Collateral Agent confirming the representation contained in paragraph 3(iii) of Exhibit B insofar as it relates to the U.S. federal securities laws; provided that all Shareholders in respect of all outstanding Contracts shall (x) provide the same substitution notice for the same type of Prior Collateral and (y) deliver substantially the same certificates and opinions in all material respects. The Upon Pledgor’s delivery of the items specified in clauses (i), (ii) and (iii) above, the Lien on the Prior Collateral of Pledgor shall be released. Pledgor hereby covenants and agrees to pay all fees, taxes and expenses related to the substitution of any Collateral and to take all actions required under Section 6(d) 5.4 and any other actions necessary to create for the benefit of the Collateral Agent a validvalid security interest (or, in the case of Eligible Collateral in which a security interest may be perfected by the filing of a UCC financing statement, physical possession or the entering into of account control agreements, a first priority perfected security interest interest) in, and a first lien Lien upon, such Eligible Collateral deposited with delivered to the Collateral Agent in substitution for Prior Collateral. (3c) No such substitution of Eligible Cash Equivalents for any Pledged Items shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal satisfy the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1a) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) Article IV or (c) hereof V has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release of such Prior Collateral from the Lien hereof of such Prior Collateralcreated by this Agreement. (2b) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor it shall (i) give written notice from an Authorized Representative to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereofcreated by this Agreement, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto B and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto B are true and correct on and as of the date thereof. The of such certificate, and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion, dated the date of such delivery, of counsel addressed to the Collateral Agent confirming the representations contained in the second sentence of paragraph 3(b) of Exhibit B. Pledgor hereby covenants and agrees to take all actions required under Section 6(d) 5.4 and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3c) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1i) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the The Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral consisting of DSW Class A Common Shares with the Collateral Agent in substitution for Pledged Items consisting of an equivalent number of DSW Class B Common Shares previously deposited hereunder ("“Prior Collateral"”) and to obtain the release from the Lien hereof of such Prior CollateralCollateral in accordance with the provisions of Sections 6(b)(ii) and (iii) below. For the avoidance of doubt, the Pledgor shall not have the right at any time to deposit Eligible Collateral consisting of DSW Class B Common Shares with the Collateral Agent in substitution for Pledged Items consisting of an equivalent number of DSW Class A Common Shares previously deposited hereunder. (2ii) If the Pledgor wishes to deposit Eligible Collateral consisting of DSW Class A Common Shares with the Collateral Agent in substitution for Prior CollateralCollateral consisting of an equivalent number of DSW Class B Common Shares, the Pledgor shall (iA) give written notice to the Collateral Agent Agent, at least one Business Day prior to the date of substitution, identifying the number of DSW Class B Common Shares comprising the Prior Collateral to be released from the Lien hereof, and (iiB) deliver to the Collateral Agent concurrently with such Eligible Collateral consisting of DSW Class A Common Shares a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A1) identifying the items of Eligible Collateral consisting of DSW Class A Common Shares being substituted for the Prior Collateral consisting of an equivalent number of DSW Class B Common Shares and the Prior Collateral consisting of an equivalent number of DSW Class B Common Shares that is to be transferred to the Pledgor and (B2) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior CollateralCollateral as to which, in the case of Eligible Collateral consisting of Investment Property, the Collateral Agent will have Control. (3iii) No such substitution shall be made unless and until the Collateral Agent shall have determined (A) received written confirmation from the Pledgor that the aggregate Pledge Value number of all Pledged Shares is equal to at least the Maximum Deliverable Number of the Collateral DSW Class A Common Shares at the time of such proposed substitution, after giving effect to the proposed substitution, which determination shall at least equal be made promptly, and (B) confirmed receipt of the Pledge Value RequirementEligible Collateral being substituted for the Prior Collateral.

Substitution of Collateral. The Pledgor So long as an Obligor is not in default in respect of his obligation to furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any of such Obligor's Collateralized Equity Contracts on the Purchase Date, such Obligor may obtain release of his Collateral (including the cash proceeds of such Collateral) from the security interest and pledge granted in the Collateral Agreement to the Equity Contract Agent on behalf of the Corporation by delivering to the Equity Contract Agent in substitution therefor Collateral of the kind and value required by Section 7.01 equal to the value (as so determined) of the Collateral (including the amount of any cash proceeds thereof) to be released. Upon receipt of such substitute Collateral, the Equity Contract Agent shall make a notation of each substitution on the Collateral in accordance with Agreement pursuant to which the following provisions: collateral to be released was pledged and shall return the Collateral (1including any cash proceeds thereof) Unless an Event released as a result of Default or a failure such substitution. No service charge will be made by the Pledgor Equity Contract Agent for any substitution of Collateral. So long as an Obligor is not in default in respect of his obligation to meet furnish additional Collateral pursuant to Section 7.03 hereof or to purchase the Shares covered by any of its obligations under Section 5(b) or (c) hereof has occurred and is continuingsuch Obligor's Collateralized Equity Contracts on the Purchase Date, the Pledgor shall have the right amount of any cash at any time included in this Collateral resulting from payment at maturity of any Eligible Government Obligations, shall, pursuant to written instructions received by the Equity Contract Agent from such Obligor accompanied by reasonable transaction fees and from time other expenses as determined by the Equity Contract Agent, be invested, to time to deposit Eligible Collateral with the Collateral extent reasonably practicable, by the Equity Contract Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain one or more other Eligible Government Obligations, as specified by such Obligor in said instructions. Notwithstanding the release from the Lien hereof provisions of such Prior Collateral. (2) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior CollateralSection 7.02, the Pledgor shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of event any such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution cash shall be made unless and until so invested, after the Collateral Equity Contract Agent shall have determined that purchased such obligations for such Obligor, the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect Equity Contract Agent promptly shall remit to the proposed substitution, shall at least equal Obligor any excess cash Collateral held by the Pledge Value RequirementEquity Contract Agent as collateral security for such Obligor's Collateralized Equity Contracts.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereofthereof and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion (dated the date of such delivery) of counsel, substantially similar to those delivered by Irell & Manexxx XXX at the Firm Purchase Date with respect to similar matters, addressed to the Collateral Agent confirming the representations contained in the second sentence of paragraph 3(b) of Exhibit A hereto. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor it shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A B hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A B hereto are true and correct on and as of the date thereofthereof and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion (dated the date of such delivery) of counsel addressed to the Collateral Agent confirming the representa tions contained in the second sentence of para graph 3(b) of Exhibit B hereto. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. a. The Pledgor Mortgagee acknowledges and agrees that the Mortgagor shall have the right to substitute collateral (the "Substituted Collateral") that is secured by the lien and operation of this Mortgage or the other documentation executed in connection with the Note. The "Appraised Value" of the Substituted Collateral, together with any other collateral then mortgaged to Mortgagee as security for the Note, shall be equal to or greater than Six Million Dollars ($6,000,000.00), or Seven Million, Three Hundred Thousand Dollars ($7,300,000.00), as the case may substitute Collateral be, in accordance with the provisions of section 3.18.4 hereof. It is understood and agreed that the Substituted Collateral shall be property that falls within the ambit of Xxxxxxxxx's business plan previously delivered to Mortgagee, or is otherwise reasonably satisfactory to Mortgagee. The term "Appraised Value" will be the appraised value of the Substituted Collateral as set forth in an appraisal (the "Substituted Collateral Appraisal") prepared by an MAI certified appraiser, approved by Mortgagee in its reasonable discretion, provided that Integra is hereby approved to perform any appraisal required hereunder, so long as Integra shall continue to adhere to the Uniform Standards of Professional Appraisal Practice adopted by the Appraisal Foundation and the Standards of Professional Practice and the Code of Ethics of the Appraisal Institute. b. Upon the satisfaction of the items set forth in subsection 3.19(c) hereof, Mortgagor and Mortgagee will sign documentation reasonably necessary to release the monies held in escrow to Mortgagor and execute whatever further documentation is necessary or desirable to implement the terms hereof, including, without limitation, documentation sufficient to release collateral from the lien of this Mortgage. c. Notwithstanding anything to the contrary contained herein, Xxxxxxxxx acknowledges and agrees that Mortgagee shall be under no obligation whatsoever to accept the Substituted Collateral or to carry out any of the provisions of subsection 3.19(b) hereof unless and until there shall have been delivered to Mortgagee the following provisionsdocuments, each to be wholly satisfactory to Mortgagee, in its reasonable discretion: (1i) Unless an Event of Default or a failure A marked up commitment by the Pledgor title insurance company to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, issue the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateraltitle insurance policy. (2ii) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice Policy or policies of insurance relating to the Substituted Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver conforming to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially requirements which are fully set forth in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior CollateralMortgage. (iii) Three (3) No copies of the current (i.e. not older than ninety (90) days) Survey of the Land. (iv) The Substituted Collateral Appraisal. (v) A report as to soil borings made on the Substituted Collateral by a soil testing firm satisfactory to Mortgagee. The number and location of such substitution borings shall be made unless in accordance with the recommendations of the soil testing firm and until the Collateral Agent shall have determined must also be satisfactory to Mortgagee. (vi) Evidence satisfactory to Mortgagee and its counsel that the aggregate Pledge Value of Substituted Collateral conform to all federal, state and local laws, ordinances, rules and regulations, including, but not limited to, laws of the State of Florida regulating air and water pollution and land use. (vii) Evidence that the Substituted Collateral is or will be separately assessed for tax purposes and information as to tax identification numbers, tax rates, estimated tax values and the identifies of the taxing authorities. (viii) An environmental assessment of the Substituted Collateral performed at Xxxxxxxxx's expense by a licensed engineer or other environmental consultant satisfactory to Mortgagee stating that: 1. the time Substituted Collateral is not located within any area designated as a hazardous substance site by any governmental authority; and 2. no hazardous or toxic wastes or other materials or substances regulated, controlled, or prohibited by any federal, state, or local environmental laws, including but not limited to asbestos, are located on the Substituted Collateral; and 3. the Substituted Collateral has not been cited in the past for any violation of any such proposed substitutionlaws, after giving effect regulations, or ordinances . If the environmental assessment recommends, or if Mortgagee so requests, in its reasonable discretion, a Phase II audit, additional testing or remedial action, Mortgagor, at its sole cost and expense shall promptly conduct such additional audits and testing and/or complete such remedial action. Mortgagee may require Mortgagor to provide evidence that all necessary actions have been taken to remove any hazardous substance contamination and/or to restore the site to a condition acceptable to Mortgagee and all governmental authority. (ix) Such other certifications and documents to be executed by Xxxxxxxxx or others as may be reasonably required by Mortgagee or Mortgagee's counsel pertaining to the proposed substitutionSubstituted Collateral, it being understood that all such items shall at least equal be promptly delivered prior to Mortgagee's obligation to accept the Pledge Value RequirementSubstituted Collateral hereunder.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b), (c) or (cd) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder here under ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent for the benefit of the Trust in substitution for Prior Collateral, the Pledgor it shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of an Authorized Officer of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof. thereof and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion (dated the date of such delivery) of counsel (who may be an employee of the Pledgor) addressed to the Trust confirming the representations contained in the second sentence of paragraph 3(b) of Exhibit A. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent Trust a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined without undue or unreasonable delay that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor (a) Not more than twice in any twelve (12) month period Borrower may obtain the release of a Property as specified in a request to Lender by Borrower (the Property, the “Release Property”), provided that Borrower grants to Administrative Agent a Mortgage encumbering substitute Collateral in accordance with property (“Substitute Collateral”) owned by a Borrower, and provided, further, that, as to each such release and substitution, all of the following provisionsrequirements are satisfied in full: (1i) Unless an Required Lenders have given prior approval of the release and substitution; (ii) the Substitute Collateral is not located in the State of New York or in any other jurisdiction in which Administrative Agent determines it is impractical or disadvantageous to secure a revolving credit facility such as the Loan with real property; (iii) Administrative Agent receives at least ninety (90) days’ prior notice of the proposed release and substitution, which notice will contain sufficient documentation to enable Administrative Agent to determine whether the criteria set forth herein have been satisfied including, without limitation, operating statements and rent rolls for the Substitute Collateral for the six (6) most recent month period; (iv) no default or Event of Default exists at the time of Borrower’s request for release and no default or Event of Default exists at the time of release and substitution under the Loan Documents; (v) the Substitute Collateral will be encumbered by a failure Mortgage in an amount equal to the Loan Amount, except that if the Substitute Collateral is located in a jurisdiction with a material mortgage recording tax based on the principal amount secured by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuingMortgage, the Pledgor amount of the Mortgage encumbering such Property shall be an amount equal to the product of (x) the as-is appraised value (the “Substitute Collateral Value”) of the Substitute Collateral based on an appraisal thereof acceptable to Administrative Agent, which appraisal shall be at Borrower’s cost and (y) 1.25; (vi) Borrower will have complied with each and every covenant and condition to the Initial Advance set forth in Section 4.01 that would have been applicable if such Substitute Collateral had been included as a Property; (vii) each property constituting Substitute Collateral will have satisfied Lenders’ underwriting criteria including leasing criteria, tenant credit risk, tenant quality and lease expiration risk; (viii) Guarantor indemnifies Administrative Agent and Lenders against losses related to environmental matters related to the Substitute Collateral pursuant to an indemnity agreement in substantially the same form executed with respect to the Release Property; (ix) Borrower will have caused the Title Insurer to deliver, in form and substance satisfactory to Administrative Agent, a mortgagee’s title policy in at least the amount of the Loan Allocation for the Substitute Collateral, together with tie-in endorsements to such new policy and each of the mortgagee title insurance policies insuring the other Mortgages, provided, however, that if the Substitute Collateral is located in a state in which a title policy tie-in or aggregation endorsement is not permitted, the policy insuring the Mortgage encumbering such Property shall be in an amount equal to the product of (x) the Substitute Collateral Value and (y) 1.25; (x) Borrower will have paid for all of Lenders’ costs and expenses associated with the substitution of collateral including attorneys’ fees incurred by Administrative Agent and Lenders, title, survey, and engineering and environmental costs and charges; and (xi) the Substitute Collateral will conform in all respects to such other underwriting standards and criteria as well as such other appraisal, legal, business, environmental, engineering, diversification, leasing and title requirements, all as Lender may determine in its sole discretion, and, in connection therewith, Lenders will have the right to conduct with respect to the Substitute Collateral, at any time Borrower’s cost and from time expense, engineering audits and/or reports, reports, or audits as to time to deposit Eligible the compliance by the Substitute Collateral with the Collateral Agent in substitution Law regarding access for Pledged Items previously deposited hereunder ("Prior Collateral") persons with disabilities and to obtain the release from the Lien hereof of such Prior Collateralenvironmental audits and/or reports. (2b) If Administrative Agent determines that the Pledgor wishes to deposit Eligible Collateral with the Collateral criteria set forth in this Section 8.19 have been satisfied and so notifies Borrower, then, (x) Borrower will grant a new Mortgage in favor of Administrative Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto the other Mortgages and dated which will encumber the date of Substitute Collateral as a first priority lien, (y) as determined by Administrative Agent, Administrative Agent, Lenders, Borrower and Guarantor will otherwise modify or amend the Loan Documents to add the Substitute Collateral to the security encumbered by the Loan Documents and Borrower will execute and deliver to Administrative Agent such deliverydocuments or instruments, as Administrative Agent requires to effect such modification or amendment, including, without limitation, modifications to (A) identifying reflect the items of Eligible Collateral being substituted Allocated Amount for the Prior Substitute Collateral (which Administrative Agent shall determine to be at an amount at which the Substitute Collateral would, if it were the only Property, satisfy the Loan to Value Test and the Prior Collateral DSC Test) and the Funding Amount, provided that is to in no event shall (1) the Loan Amount be transferred to increased or (2) the Pledgor Funding Amount exceed the Loan Amount and (B) certifying that reflect the representations deletion therefrom of references to the Release Property and warranties contained in such Exhibit A hereto are true and correct on and as the addition thereto of the date thereof. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest inSubstitute Collateral, and a first lien upon, such Eligible Collateral deposited with (z) subject to the Collateral Agent satisfaction in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value full of all of the Collateral at requirements of clauses (x) and (y) above, Administrative Agent will release from the time lien of this Mortgage such proposed substitutionRelease Property as Lender has theretofore agreed to reconvey. Notwithstanding any of the above requirements, after giving effect Administrative Agent reserves the right to reject the proposed substitutionSubstitute Collateral if Administrative Agent concludes, shall at least equal in its sole judgment, that the Pledge Value Requirementproposed Substitute Collateral does not satisfy any of the conditions set forth above.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the a Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor he shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of an Authorized Officer of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereofthereof and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion (dated the date of such delivery) of counsel (who may be an employee of the Pledgor) addressed to the Collateral Agent confirming the representations contained in the second sentence of paragraph 3(b) of Exhibit A hereto. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute (a) Subject to the terms and conditions of this Section 7.16, Lender agrees to accept the substitution of collateral for a Property (each, a “Collateral Substitution”), provided that in accordance connection with each Collateral Substitution, each and every one of the following provisions:conditions are satisfied (to be determined by Lender in the exercise of its reasonable judgment): (1i) Unless an As of the date Lender consents to the Collateral Substitution and as of the date the Collateral Substitution is deemed effective, no Monetary Potential Default then exists, and no Event of Default shall exist; (ii) Borrower shall not be entitled to request, and Lender shall have no obligation to approve: (A) a Collateral Substitution prior to September 1, 2011 or after September 1, 2029, and (B) Collateral Substitutions for more than two (2) Properties in any 12-month period; (iii) Only Borrower, and not a failure by the Pledgor to meet any of its obligations permitted successor under Section 5(b) or (c) hereof has occurred and is continuing7.1(c), the Pledgor shall have the right at to request a Collateral Substitution; (iv) Borrower shall not be entitled to request, and Lender shall have no obligation to approve a Collateral Substitution for any time and from time Property, if such Property, together with all Properties previously substituted pursuant to time to deposit Eligible Collateral with this Section 7.16, contains, in the Collateral Agent aggregate, more than 186,000 square feet; (v) Lender shall have confirmed, in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from exercise of its reasonable judgment, that the Lien hereof Portfolio will, following the closing of such Prior Collateral. Collateral Substitution, generate a Debt Service Coverage Ratio, calculated for the 12-month period immediately following the closing of the requested Collateral Substitution (2based on a fully amortizing 20-year schedule), equal to or in excess of the greater of: (A) If 140%, or (B) the Pledgor wishes to deposit Eligible Collateral with Debt Service Coverage Ratio (inclusive of the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice to the Collateral Agent identifying the Prior Collateral Property to be released from the Lien hereof, Portfolio and (ii) deliver exclusive of the Substitute Property to be added to the Portfolio in connection with the requested Collateral Agent concurrently with such Eligible Collateral a certificate Substitution) calculated for the 12-month period immediately preceding the closing of the Pledgor substantially requested Collateral Substitution; (vi) Lender shall have confirmed in the form exercise of Exhibit A hereto and dated the date of such deliveryits reasonable judgment, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof. The Pledgor hereby covenants and agrees Loan to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a validValue Ratio, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, calculated after giving effect to the closing of the Collateral Substitution, will not exceed the lesser of (1) 65%, or (2) the Loan to Value Ratio calculated immediately prior to giving effect to the closing of the Collateral Substitution; (vii) Borrower Parties shall have submitted a written request for the Collateral Substitution no less than sixty (60) days prior to the anticipated consummation thereof, such request identifying the Property subject to the requested Collateral Substitution and the proposed substitutionsubstitute collateral therefor, and containing all other information reasonably requested by Lender in connection with its consideration of the request for the Collateral Substitution (said sixty (60) day review period commencing when Lender receives all information reasonably requested by Lender). At the time of submission of such written request, Borrower Parties shall provide to Lender a work fee in the amount of $25,000.00 (the “Substitution Work Fee”); (viii) Borrower Parties must provide the same scope and quality of due diligence materials in connection with Lender’s consideration of the proposed Substitute Property as provided in connection with Lender’s underwriting and due diligence associated with the applicable Property for which substitute collateral is being provided (including title, survey, property condition, environmental and seismic reports, evidence of zoning compliance, evidence of insurance and tenant estoppels) and any additional materials then required as a result of changes to Lender’s standard underwriting or due diligence processes; (ix) Lender must approve, in the exercise of its reasonable discretion, all aspects of the proposed substitute collateral (the “Substitute Property”), including such factors as value, age, cash flow, quality, property condition, location, tenancy and other factors then included in Lender’s underwriting criteria; (x) If requested by Lender in its reasonable discretion as a condition to its approval of any Substitute Property, Lender and Borrower shall have amended and restated the Allocated Loan Amounts for the Substitute Property and each remaining Property within the Portfolio; (xi) If Lender approves the request for a Collateral Substitution, Lender shall receive a collateral substitution fee in an amount equal to $25,000.00, payable concurrently with the consummation of the Collateral Substitution; and (xii) Lender shall have confirmed in the exercise of its reasonable judgment, that no Property remaining within the Portfolio will, following the consummation of the Collateral Substitution, be adversely affected by such Collateral Substitution because such remaining Property relied on the Property to be released for compliance with all Legal Requirements (including zoning, subdivision, shared parking, utilities, and/or access). (b) Borrower agrees to pay or reimburse Lender for all reasonable costs and expenses incurred by Lender in connection with the proposed Collateral Substitution, including reasonable outside counsel fees and expenses, regardless of whether the Collateral Substitution is approved by Lender. Payment of costs and expenses must be tendered upon the earlier of consummation of the Collateral Substitution or within the Demand Period. The Substitution Work Fee shall be applied to reimburse Lender for its costs and expenses (with any excess after full payment of all of Lender’s costs and expenses being applied to the collateral substitution fee of $25,000 or returned to Borrower Parties), but the Substitution Work Fee shall not be deemed to be a cap or limitation on the obligation of Borrower to reimburse Lender for all costs and expenses incurred by Lender under this Section 7.16, regardless of whether such amounts exceed the Substitution Work Fee and/or Lender, in the exercise of its judgment, does not approve the requested Collateral Substitution. (c) If a proposed Collateral Substitution is approved by Lender, Borrower Parties shall, at least equal their sole cost, execute and/or deliver: (i) all documents reasonably required by Lender, which documentation shall be in form comparable to the Pledge Value RequirementLoan Documents executed as of the date hereof and which shall include a modification and/or reaffirmation agreement covering the existing Loan Documents, a mortgage, deed of trust or other customary security instrument, an assignment of leases and rents, an assignment of property documents, an assignment of management agreement and subordination of management fees, an environmental indemnity agreement, a closing affidavit and Uniform Commercial Code financing statements; (ii) an ALTA (or equivalent) mortgagee title policy for the Substitute Property, such title policy to be in form and substance satisfactory to Lender in its reasonable discretion; (iii) evidence of authority and entity existence; (iv) Uniform Commercial Code, judgment and bankruptcy searches; (v) opinions of counsel reasonably acceptable to Lender on such matters as Lender shall reasonably require; (vi) evidence of insurance as required by Section 3.1 for the Substitute Property; and (vii) such other documents or items as Lender shall reasonably require in order to effectuate the Collateral Substitution. (d) Upon approval of the proposed Collateral Substitution and satisfaction of the terms and conditions specified in this Section 7.16, Lender shall execute and deliver to Borrower Parties a partial release (in recordable form) of the lien of the Mortgage and the other Loan Documents with respect to the Property for which substitute collateral is being provided. Following the consummation of the Collateral Substitution, the Substitute Property shall be considered and deemed to be a “Property” and included within the “Portfolio” for all purposes under this Agreement and the other Loan Documents.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior CollateralPRIOR COLLATERAL") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute -------------------------- Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior ----- Collateral") and to obtain the release from the Lien hereof of such Prior ---------- Collateral. (2) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereofthereof and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion (dated the date of such delivery) of counsel, substantially similar to those delivered by Xxxxxxxxxxx & Xxxxxxxx at the Firm Purchase Date with respect to similar matters, addressed to the Collateral Agent confirming the representations contained in the second sentence of paragraph 3(b) of Exhibit A hereto. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.]

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items Collateral previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If Subject to Section 5(d), if the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof. The Pledgor hereby covenants and agrees to take all actions reasonably required under Section 6(d) and any other actions reasonably necessary to create for the benefit of the Collateral Agent Purchaser a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1a) Unless an a Default or Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit (i) deliver Eligible Collateral with to the Collateral Agent in substitution for any of the Pledged Items or other Collateral previously deposited delivered to the Collateral Agent hereunder ("“Prior Collateral"”) and to obtain the release of such Prior Collateral from the Lien hereof of created by this Agreement and (ii) require the Collateral Agent to deposit, or permit the deposit of, Ordinary Shares pledged hereunder with the ADS Depositary in exchange for ADSs and to take all actions necessary to permit ADSs to be issued in exchange for such Prior CollateralOrdinary Shares, including releasing the Lien thereon created by this Agreement. (2b) If the Pledgor wishes to deposit deliver Eligible Collateral with to the Collateral Agent in substitution for Prior Collateral, the Pledgor it shall (i) give written notice from an Authorized Representative to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereofcreated by this Agreement, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto B and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that with respect to which the Lien created by this Agreement is to be transferred to the Pledgor released and (B) certifying that with respect to such items of substitute Eligible Collateral the representations and warranties contained in such Exhibit A hereto B are true and correct on and as of the date thereofof such certificate, and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion, dated the date of such delivery, of counsel addressed to the Collateral Agent confirming the representation contained in the paragraph 3(iii) of Exhibit B insofar as it relates to the U.S. federal securities laws. The Upon delivery of the items specified in clauses (i), (ii) and (iii) above, the Lien on the Prior Collateral shall be released. Pledgor hereby covenants and agrees to pay all fees, taxes and expenses related to the substitution of any Collateral and to take all actions required under Section 6(d) 5.4 and any other actions necessary to create for the benefit of the Collateral Agent a validvalid security interest (or in the case of Eligible Collateral in which a security interest may be perfected by the filing of a UCC financing statement, physical possession or the entering into of account control agreements, a first priority perfected security interest interest) in, and a first lien Lien upon, such Eligible Collateral deposited with delivered to the Collateral Agent in substitution for Prior Collateral. (3c) No such substitution of Eligible Cash Equivalents for any Pledged Items shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal satisfy the Pledge Value Requirement. (d) If Pledgor wishes to require the Collateral Agent to deposit, or permit the deposit of, Ordinary Shares (and/or other securities, property or assets represented by ADSs) with the ADS Depositary in exchange for ADSs, it shall (i) give written notice from an Authorized Representative to the Collateral Agent identifying the number of Ordinary Shares (and/or the number or amount of other securities, property or assets) to be released from the Lien created by this Agreement and deposited with the ADS Depositary, (ii) deliver to the Collateral Agent a certificate of Pledgor substantially in the form of Exhibit C and dated the date of such delivery certifying, with respect to the ADSs to be issued in exchange for such Ordinary Shares (and/or such other securities, property or assets), that the representations and warranties contained in Exhibit C will be true and correct at the time such ADSs are issued, and (iii) deliver to the Collateral Agent concurrently with such certificate an opinion, dated the date of such delivery, of counsel addressed to the Collateral Agent confirming the representations contained in paragraph 2(iii) insofar as it relates to the U.S. federal securities laws. Upon receipt of the items specified in clauses (i), (ii) and (iii) above, the Collateral Agent shall deposit such Ordinary Shares (and/or other securities, property or assets) with the ADS Depository and the Lien on such Ordinary Shares (and/or such other securities property or assets) shall be released. Pledgor hereby covenants and agrees to pay all fees, taxes and expenses related to the exchange of Ordinary Shares (and/or other securities, property or assets) for ADSs pursuant to the Deposit Agreement and to take all actions required under Section 5.4 and any other actions necessary to create for the benefit of the Collateral Agent a valid first priority perfected security interest in, and Lien upon, such ADSs.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the a Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor it shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereofthereof and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion (dated the date of such delivery) of counsel addressed to the Collateral Agent confirming the representations contained in the second sentence of paragraph 3(b) of Exhibit A hereto. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1i) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2ii) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (iA) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (iiB) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A1) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B2) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereofthereof and (C) deliver to the Collateral Agent concurrently with such Eligible Collateral {or, in the case of Multiple Voting Shares, concurrently with the delivery of such Multiple Voting Shares to the Sub-Collateral Agent in the Province of Ontario} an opinion (dated the date of such delivery) of counsel addressed to the Collateral Agent confirming the representations contained in the second sentence of paragraph 3(b) of Exhibit A hereto. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent {or, in the case of Multiple Voting Shares, the Sub-Collateral Agent} in substitution for Prior Collateral. (3iii) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1a) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) Article IV or (c) hereof V has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release of such Prior Collateral from the Lien hereof of such Prior Collateralcreated by this Agreement. (2b) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor it shall (i) give written notice from an Authorized Representative to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereofcreated by this Agreement, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto B and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that with respect to such items of additional Pledged Collateral the representations and warranties contained in such Exhibit A hereto B are true and correct on and as of the date thereof. The of such certificate, and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion, dated the date of such delivery, of counsel addressed to the Collateral Agent confirming the representations contained in the second sentence of paragraph 3(b) of Exhibit B. Pledgor hereby covenants and agrees to take all actions required under Section 6(d) 5.4 and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3c) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral Notwithstanding anything to the contrary contained in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuingLoan Documents, the Pledgor Borrower shall have the right at any time to request in writing that Lender accept additional real estate and from time to time to deposit Eligible Collateral with the Collateral Agent related personal property collateral (“Substitute Collateral”) in substitution for Pledged Items previously deposited hereunder one Individual Property and the related Personal Property Security ("Prior Collateral"the “Old Security”) and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereoflien of the Loan Documents. Such request may be made on not more than two (2) Individual Properties during the Term of the Loan (except if the Release is in accordance with the conditions set forth in subsection (o) below), and further, any such Substitution must occur after six (6) months from the date hereof and prior to the last six (6) months prior to the Maturity Date. Lender shall have the right to approve any such Substitution in Lender’s sole discretion. Lender shall advise Borrower as soon as practicable of Lender’s approval or disapproval of any such Substitution of collateral; if such Substitution is approved, Lender shall also advise Borrower of the conditions for such approval, which shall include, without limitation, the following: (a) The Substitute Collateral must consist of one or more legally separate parcels of land owned in fee simple in the United States. The Substitute Collateral shall be an office property and must be of similar or better quality than the Old Security and must be satisfactory to Lender in Lender’s sole discretion. (b) Lender must receive perfected first and exclusive liens, security interest and/or security title on the Substitute Collateral, and the Loan for the Substitute Collateral shall be cross collateralized and cross defaulted with all the other Loans pursuant to the Loan Documents. The ownership entity that owns the Substitute Collateral (the “Substitute Collateral Owner”) shall be identical to that of the Individual Borrower that owned the Old Security or if the Substitute Collateral Owner is not the same as the Individual Borrower that owned the Old Security, then (A) the Substitute Collateral Owner’s parent (the “Parent”) must own 100% of the Individual Borrower that owned the Old Security and 100% of the Substitute Collateral Owner (provided that the Parent may have such 100% ownership through intermediate entities in the chain of ownership between the Parent and the Individual Borrower and the Substitute Collateral Owner, in which no other party other than such Parent, directly or through such intermediate entities, holds any legal or beneficial ownership interest), (B) if the Substitute Collateral is newly acquired, the Substitute Collateral Owner, Individual Borrower of the Old Security and the Parent (and any intermediate entities as aforesaid) shall enter into an agreement, in form and substance satisfactory to Lender, that shall provide that, among other things, the Parent would not have provided the funds for the purchase of the Substitute Collateral had Substitute Collateral Owner not agreed to assume the obligations under the Loan Documents, (C) Lender shall be satisfied, in its sole discretion, that the assumption of the obligations under the Loan Documents by the Substitute Collateral Owner shall not render the Substitute Collateral Owner insolvent or leave the Substitute Collateral Owner with unreasonably small capital, (D) Lender shall be satisfied, in its sole discretion, that the Loan, the collateral for the Loan, and the structure of the Loan will not be materially impaired as a result of such substitution, and (iiE) deliver the Substitute Collateral Owner shall expressly assume all obligations under the Loan Documents and shall execute any documents reasonably required by Lender, and all of these documents shall be satisfactory in form and substance to Lender. (c) The Substitute Collateral must comply with Lender’s then current underwriting and other requirements in all respects, including, without limitation, loan documents, title, survey, compliance with zoning, building, environmental and land use laws, construction and engineering, insurance, leases, real estate taxes, legal opinions, estoppel certificates and all other terms and conditions. (d) The NOI from the Substitute Collateral Agent concurrently with such Eligible Collateral a certificate of shall equal or exceed the Pledgor substantially in NOI from the form of Exhibit A hereto and dated the date of such deliveryOld Security, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and calculated as of the date thereofof the Substitution, and Lender shall have no reason to reasonably believe that such NOI from the Substitute Collateral will not be continued for the next succeeding twenty-four (24) months, and the fair market value of the Substitute Collateral shall equal or exceed the fair market value of the Old Security (as of the Substitution date), as determined by Lender in its sole discretion, absent manifest error. In the event the NOI of the Substitute Collateral (as determined by Lender in its sole discretion) falls below the required level, Borrower shall have the right, subject to payment of the prepayment premium calculated in accordance with the provisions set forth in the Notes, to pay Lender the amount necessary to decrease the Debt Service of the remaining Properties to meet the other conditions of this Section 6. (e) The location (including, without limitation, the character and demographics of the market area) of the Substitute Collateral shall be satisfactory to Lender in Lender’s sole discretion. The Pledgor hereby covenants consent of Lender to the Substitution of Collateral is expressly made subject to Lender’s analyses and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit approval of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with economic trends affecting the Collateral Agent in substitution for Prior Substitute Collateral. (3f) No such substitution The credit of the tenants shall be made unless and until the Collateral Agent acceptable in Lender’s sole discretion. (g) Lender shall have received a report in accordance with Lender’s then-current standards from an engineer or architect chosen by Lender regarding the physical structure of the Substitute Collateral, which report shall be satisfactory in all respects to Lender in Lender’s sole discretion. In addition, Lender shall have received an Environmental Report in accordance with Lender’s then-current environmental guidelines, which Environmental Report shall be satisfactory in all respects to Lender in Lender’s sole discretion. The cost of preparation of all such reports and all necessary inspections shall be paid by Borrower. (h) At the time of the Substitution, Debt Service Coverage, calculated with respect to the Real Estate Security including the Substitute Collateral but excluding the Old Security is equal to or greater than (i) the Debt Service Coverage with respect to all of the Properties (including the substituted Property) immediately prior to such Substitution, and, in any event, (ii) 2.00 to 1.00. In the event the Debt Service Coverage of the remaining Properties (as determined by Lender in its sole discretion) falls below the required level, Borrower shall have the right, subject to payment of the prepayment premium calculated in accordance with the provisions set forth in the Notes, to pay Lender the amount necessary to increase the Debt Service Coverage of the remaining Properties to the required level. (i) At the time of the Substitution, the Loan to Value Ratio, calculated with respect to the Real Estate Security including the Substitute Collateral but excluding the Old Security, does not exceed the lesser of (1) forty seven percent (47%), or (2) the Loan to Value Ratio of the entire Properties (including the Old Security) immediately prior to such Release. In the event the Loan to Value Ratio of the remaining Properties (as determined by Lender in its sole discretion) exceeds the required level, Borrower shall have the right, subject to payment of the prepayment premium calculated in accordance with the provisions set forth in the Notes, to pay Lender the amount necessary to reduce the loan to value ratio of the remaining Properties to the required level. (j) Borrower shall pay all reasonable costs and expenses incurred by Lender in connection with the Substitution, including, but not limited to, all legal, accounting, title insurance and appraisal fees, recording costs, intangible taxes and documentary stamps, and a MAI appraisal (prepared by an appraiser selected by Lender) of the Substitute Property, whether or not such Substitution is actually consummated. (k) [Intentionally deleted] (l) At the time of the request and the time of the Substitution, there shall be no default under the Loan Documents, and there shall exist no condition or state of facts which with the passage of time or the giving of notice or both, would constitute a default under the Loan Documents (except for any such default relating solely to the Old Security which, by its very nature, will be cured by the requested Substitution). (m) Borrower shall pay Lender a $25,000.00 servicing fee (the “Substitution Servicing Fee”) for consideration by Lender of the request at the time Borrower makes such request, which shall be deemed fully earned by Lender even if such request is denied, and an additional fee (against which the Substitution Servicing Fee shall be credited) equal to one half percent (0.5%) of the allocated loan balance for the Old Security, which additional fee shall be paid at the time of closing. (n) The Substitute Collateral shall not consist of any partial interest in a property, including but not limited to partnership or joint venture interests. The Old Security is not eligible for substitution if at the time of the proposed substitution (i) any of the leases in the Old Security have any right to expand into, or rights of refusal or offer in any building located on another Individual Property, unless such rights have been amended to terminate and eliminate such rights as a portion of the contractual rights of such Lease, and to provide that the applicable Tenant’s recourse shall only be as a contractual right, of public record, with the owner of the Old Security to be released in such Substitution or (ii) any of the leases in any of the other Individual Properties have any right to expand into, or rights of refusal or offer in any building located on the Old Security, unless such rights have been amended to terminate and eliminate such rights as a portion of the contractual rights of such Lease, and to provide that the applicable Tenant’s recourse shall only be as a contractual right, of public record, with the owner of the Old Security to be released in such Substitution. (o) Unless otherwise agreed to by Lender in its sole discretion, the Tied Properties (Mxxx-Xxxx Centre VII, Mxxx-Xxxx Centre III and Mxxx-Xxxx Centre II) will not be eligible for Substitution (if at such time any of the leases in the Tied Properties have any right to expand into, or rights of refusal or offer in any building located on another Tied Property, unless such rights have been amended to terminate and eliminate such rights as a portion of the contractual rights of such Lease, and to provide that the applicable Tenant’s recourse shall only be as a contractual right, of public record, with the owner of such individual Tied Property to be released in such Substitution), unless all of such Tied Properties are substituted at the same time (or substituted as to some Tied Properties and released as to all the other Tied Properties at such time), and provided that the aggregate Pledge Value balance of all of the Collateral at the time of Loans is not less than $85,000,000.00 following any such proposed substitution, after giving effect Release. Under this provision Lender shall consent to the proposed Release (in connection with a substitution) of all three Tied Properties (Mxxx-Xxxx Centre VII, shall at least equal Mxxx-Xxxx Centre III and Mxxx-Xxxx Centre II) if no other releases or substitutions have previously occurred, but Lender, but will not consent to any additional Releases or Substitutions during the Pledge Value RequirementLoan term, except in connection with the additional letter of credit which may be posted in the last 12 months of the Loan.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereofthereof and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion (dated the date of such delivery) of counsel addressed to the Collateral Agent confirming the representations contained in the second sentence of paragraph 3(b) of Exhibit A hereto. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("“Prior Collateral"”) and to obtain the release from the Lien hereof of such Prior CollateralCollateral in accordance with the provisions of sub-paragraphs (2) and (3) below. (2) If the Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor shall (i) give written notice to the Collateral Agent Agent, at least one Business Day prior to the date of substitution, identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior CollateralCollateral as to which, in the case of Eligible Collateral consisting of Investment Property, the Collateral Agent will have Control. (3) No such substitution shall be made unless and until the Collateral Agent shall have (i) determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement, which determination shall be made promptly, and (ii) confirmed receipt of the Eligible Collateral being substituted for the Prior Collateral.

Substitution of Collateral. The Pledgor may substitute any item of Collateral (and, if applicable, shall substitute each relevant item of Collateral in connection with an Adjustment Event or Reorganization Event) in accordance with the following provisions: (1a) Unless an Event of Default or a failure by the Pledgor to meet any of its obligations under Section 5(b) Article IV or (c) hereof V has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral, and, if applicable, upon the occurrence of an Adjustment Event or Reorganization Event, shall deposit the relevant Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the Collateral Agent shall release such Prior Collateral from the Lien hereof of such Prior Collateralcreated by this Agreement in accordance with Section 5.6(b). (2b) If the Pledgor wishes or is obligated to deposit any Eligible Collateral with the Collateral Agent in substitution for any Prior Collateral, the Pledgor shall it shall (i) give written notice from an Authorized Representative to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and created by this Agreement; (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of the Pledgor substantially in the form of Exhibit A hereto B and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that with respect to such additional Pledged Items the representations and warranties contained in such Exhibit A hereto B are true and correct on and as of the date thereofof such certificate; and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion, dated the date of such delivery, of counsel addressed to the Collateral Agent substantially in the form of Exhibit E hereto. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) 5.4 and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral, including the filing of all UCC financing statements and amendments. (3c) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.

Substitution of Collateral. The Pledgor may substitute Collateral in accordance with the following provisions: (1) Unless an Event of Default or a failure by the Pledgor or GRIT to meet any of its obligations under Section 5(b) or (c) hereof has occurred and is continuing, the Pledgor shall have the right at any time and from time to time to deposit Eligible Collateral with the Collateral Agent in substitution for Pledged Items previously deposited hereunder ("Prior Collateral") and to obtain the release from the Lien hereof of such Prior Collateral. (2) If the a Pledgor wishes to deposit Eligible Collateral with the Collateral Agent in substitution for Prior Collateral, the Pledgor it shall (i) give written notice to the Collateral Agent identifying the Prior Collateral to be released from the Lien hereof, and (ii) deliver to the Collateral Agent concurrently with such Eligible Collateral a certificate of an Authorized Officer of the Pledgor substantially in the form of Exhibit A hereto and dated the date of such delivery, (A) identifying the items of Eligible Collateral being substituted for the Prior Collateral and the Prior Collateral that is to be transferred to the Pledgor and (B) certifying that the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereofthereof and (iii) deliver to the Collateral Agent concurrently with such Eligible Collateral an opinion (dated the date of such delivery) of counsel (who may be an employee of the Pledgor) addressed to the Collateral Agent confirming the representations contained in paragraph 3(b) of Exhibit A hereto. The Pledgor and GRIT hereby covenants covenant and agrees agree to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such Eligible Collateral deposited with the Collateral Agent in substitution for Prior Collateral. (3) No such substitution shall be made unless and until the Collateral Agent shall have determined that the aggregate Pledge Value of all of the Collateral at the time of such proposed substitution, after giving effect to the proposed substitution, shall at least equal the Pledge Value Requirement.actions