Common use of Substitution of Collateral Clause in Contracts

Substitution of Collateral. (a) Provided that no Event of Default has occurred and is continuing, the Company shall have the right (and, under the terms of the Indenture, in certain circumstances the obligation) to substitute promissory notes or other similar instruments or investment property that meet the terms and conditions of Section 4.9 of the Indenture (“Substituted Notes”) for Notes previously pledged as Collateral (“Released Notes”). (b) The Company may make such a substitution by delivering to the Trustee: (i) a written notice to the Trustee executed by an officer of the Company which contains (A) a description of the Substituted Note(s), (B) a statement that such Substituted Note has been pledged by the Company as Collateral under this Security Agreement, (C) a certification by the Company that the representations and warranties regarding Collateral contained in Section 6 below are true with respect to the Substituted Note, (D) a description of the Notes to be released from the Security Interest (i.e., a description of the Released Note(s)), and (E) a certification by the Company that upon the release of the Released Notes from the Security Interest, the value of the Collateral shall be at least 100% of the aggregate principal amount of the Securities then outstanding (the “Minimum Value”); (ii) the original Substituted Note(s); and (iii) an endorsement in blank for the Substituted Notes. (c) So long as the aggregate value of the Collateral after the release of the Released Notes is at least the Minimum Value, the value of the Substituted Note(s) being substituted for the Released Note(s) may be less than the value of the Released Note(s). (d) Upon the Trustee’s receipt of the documents described in Section 4(b), the Substituted Note(s) shall be deemed to be Collateral and the Released Note(s) shall be deemed to be released from the Security Interest and shall no longer be subject to the terms of this Security Agreement. The Trustee shall promptly thereafter return the Released Note(s) to the Company, together with any endorsement of such Released Note(s) made by the Company. (e) In the event that the Trustee has filed (or has caused to be filed) a financing statement in order to perfect the Security Interest in a Note that has become a Released Note, the Trustee shall prepare and file a financing statement amendment which releases the Released Note from the Security Interest and the Security Agreement (the “Release”). The Trustee hereby authorizes the Company to file a copy of the Release in the appropriate filing office if the Trustee has not filed the Release within ten (10) business days of the Trustee’s receipt of the documents described in Section 4(b). This authorization is intended to comply with the terms of Minn. Stat. §336.9-509 and no further writing is required as evidence of the Trustee’s grant of authority to the Company to file the Release.

Substitution of Collateral. (a) Provided that no Event of Default has occurred and is continuing, the Company shall have the right (and, under the terms of the Indenture, in certain circumstances the obligation) to substitute promissory notes or other similar instruments or investment property that meet the terms and conditions of Section 4.9 of the Indenture (“"Substituted Notes”") for Notes previously pledged as Collateral (“"Released Notes”"). (b) The Company may make such a substitution by delivering to the Trustee: (i) a written notice to the Trustee executed by an officer of the Company which contains (A) a description of the Substituted Note(s), (B) a statement that such Substituted Note has been pledged by the Company as Collateral under this Security Agreement, (C) a certification by the Company that the representations and warranties regarding Collateral contained in Section 6 below are true with respect to the Substituted Note, (D) a description of the Notes to be released from the Security Interest (i.e., a description of the Released Note(s)), and (E) a certification by the Company that upon the release of the Released Notes from the Security Interest, the value of the Collateral shall be at least 100% of the aggregate principal amount of the Securities then outstanding (the “"Minimum Value”"); (ii) the original Substituted Note(s); and (iii) an endorsement in blank for the Substituted Notes. (c) So long as the aggregate value of the Collateral after the release of the Released Notes is at least the Minimum Value, the value of the Substituted Note(s) being substituted for the Released Note(s) may be less than the value of the Released Note(s). (d) Upon the Trustee’s 's receipt of the documents described in Section 4(b), the Substituted Note(s) shall be deemed to be Collateral and the Released Note(s) shall be deemed to be released from the Security Interest and shall no longer be subject to the terms of this Security Agreement. The Trustee shall promptly thereafter return the Released Note(s) to the Company, together with any endorsement of such Released Note(s) made by the Company. (e) In the event that the Trustee has filed (or has caused to be filed) a financing statement in order to perfect the Security Interest in a Note that has become a Released Note, the Trustee shall prepare and file a financing statement amendment which releases the Released Note from the Security Interest and the Security Agreement (the “"Release”"). The Trustee hereby authorizes the Company to file a copy of the Release in the appropriate filing office if the Trustee has not filed the Release within ten (10) business days of the Trustee’s 's receipt of the documents described in Section 4(b). This authorization is intended to comply with the terms of Minn. Stat. §Section 336.9-509 and no further writing is required as evidence of the Trustee’s 's grant of authority to the Company to file the Release.

Substitution of Collateral. Upon prior written notice to Lender, a Borrower shall be entitled to obtain a release of an Individual Property owned by such Borrower (the “Exiting Property”) from the Lien of the Collateral Documents and the Cross Collateral Documents upon substituting therefor (a “Substitution”) another property (the “Substitute Property”) satisfactory to Lender (in its sole discretion) and upon satisfaction (as determined by Lender in its sole discretion) of each of the following terms and conditions: (a) Provided that At the time of such Borrower’s request for a Substitution and at the time of the proposed Substitution, there shall exist no Event of Default, and there shall exist no condition or state of facts, which with the passage of time or the giving of notice, or both, would constitute an Event of Default has under the Loan Documents; (b) No Event of Default shall have occurred under any of the Loan Documents at any time from the Closing Date to the date of the consummation of the proposed Substitution; (c) A Substitution shall involve only one (1) Individual Property; (d) The Substitution shall be in conjunction with the sale of one (1) Individual Property to the Master Tenant or another third party unrelated to any of Borrowers, and is continuingLender shall not be obligated to consummate the Substitution in the event the proposed sale of the Individual Property shall not actually be consummated; (e) Upon the applicable Borrower’s written request for a Substitution, such Borrower shall deliver to Lender a copy of the current draft of the sale agreement pertaining to the sale of the Exiting Property, and as soon as available after such Borrower’s written request for a Substitution, such Borrower shall deliver to Lender a copy of the fully executed sale agreement (along with a marked copy of such fully executed sale agreement indicating all changes made after the draft of the sale agreement previously delivered to Lender), but in no event shall such delivery of such fully executed sale agreement and such marked sale agreement be later than two (2) business days after such Borrower’s execution of such sale agreement, and in all events such delivery shall be made at least thirty (30) days prior to the end of Lender’s period (as specified below) for processing such Substitution; (f) Any written request by a Borrower to Lender for a Substitution must be received no sooner than the later of (i) nine (9) months after the Closing or (ii) six (6) months after completion of the most recent Release or Substitution, and any such written request must be received no later than twelve (12) months prior to the maturity date of the Loans; (g) The proposed Substitute Property shall constitute the fee simple estate to such property, and no joint venture or partnership interests or interests shall be permitted; (h) The ownership entity of the Substitute Property shall be identical to the entity that owned the Exiting Property; (i) At the time of any Substitution, the Company Substitute Property shall not be less than one hundred percent (100%) occupied by third-party tenants in occupancy and paying rent, and free rent or other rental concessions shall have been extinguished except as may otherwise be approved in writing by Lender; (j) The credit of the right tenants (andor if a lease is guaranteed, the credit of the guarantor so long as such lease is guaranteed pursuant to a guaranty satisfactory to Lender) occupying the Substitute Property and the lease rollover schedule for such tenants shall be satisfactory to Lender. (k) Lender shall have received a physical condition report (conforming with Lender’s then current guidelines and report requirements) of the Substitute Property from an engineer or architect chosen by Lender, which report shall be satisfactory in all respects to Lender. In addition, Lender shall have received an Environmental Site Assessment (conforming with Lender’s then current guidelines and report requirements) of the Substitute Property from an environmental consulting firm chosen by Lender, which Environmental Site Assessment shall be satisfactory in all respects to Lender. The cost of preparation of all such reports and all necessary inspections shall be paid by Borrower; (l) The Substitute Property (including, without limitation, the location, the demographics of the market area, appearance, configuration, quality and age of the Substitute Property) shall be satisfactory to Lender; (m) The value and NOI (as defined above) of the Substitute Property shall equal or exceed the then-market value and NOI of the Exiting Property, all as determined by Lender; (n) All conditions that Borrowers were obligated to meet and satisfy under the terms of the IndentureLoan Application in connection with the closing of the Loans, or, if required by Lender, Lender’s then current closing and underwriting requirements, shall be satisfied regarding the Substitute Property, including without limitation, that (i) all Loan Documents shall be satisfactory to Lender, (ii) Lender receives a satisfactory legal opinion from the applicable Borrower’s counsel, (iii) title to the Substitute Property shall be satisfactory in all respects to Lender (including, without limitation, evidence that Lender shall have a first and exclusive Lien on the fee simple interest in the Substitute Property), (iv) Lender shall receive a satisfactory survey and title insurance policy, (v) Lender receives satisfactory evidence that the Substitute Property complies with all applicable government requirements, and (vi) Borrowers’ current financial condition shall be satisfactory to Lender; (o) At the same time that the applicable Borrower delivers its written notice to Lender requesting a Substitution, such Borrower shall pay to Lender a non-refundable administrative fee of $25,000 (the “Substitution Administrative Fee”), and the Substitution Administrative Fee shall be deemed earned by Lender upon Lender’s receipt of such fee. At the closing of the Substitution, Borrower shall pay to Lender a non-refundable fee of one half of one percent (0.5%) of the Allocated Loan Amount for the Exiting Property; provided, however, that Lender shall credit against such non-refundable fee paid at the closing of the Substitution the Substitution Administrative Fee that such Borrower previously paid to Lender. Neither the Substitution Administrative Fee nor the non-refundable fee paid at the closing of the Substitution shall be applied to the applicable Individual Loan or the outstanding principal balance due under the Loans; (p) Whether or not the Substitution actually closes, Borrowers shall pay all costs and expenses associated with the Substitution, including but not limited to, title insurance and survey fees and expenses, recording charges and taxes, documentary stamp taxes, intangible taxes, attorneys’ fees (including attorneys’ fees and expenses for Lender’s staff attorneys and outside counsel), fees of Lender’s architect and/or engineer, and fees related to the Environmental Site Assessment; (q) Lender shall have determined that, after giving effect to the proposed Substitution (excluding the Exiting Property, but including the Substitute Property), the Loan to Value Ratio for the Security Pool shall not exceed fifty-five percent (55%), and Lender shall have determined that, after giving effect to the proposed Substitution (excluding the Exiting Property, but including the Substitute Property), the Debt Service Coverage Ratio for the Security Pool shall be at least 1.75; (r) Lender shall have determined that, following the Substitution, the aggregate amount of the Individual Loans with respect to all Individual Properties that comprised part of the Property on the Closing Date and that would remain as part of the Security Pool, shall be greater than fifty-five percent (55%) of the total original principal amount of the Loans; and (s) Lender’s decision to accept or reject any proposed Substitute Property shall be in Lender’s sole and absolute discretion; it being understood that, without limiting the foregoing, under no circumstances shall the Substitute Property qualify for a Substitution unless the value of the Substitute Property is, in certain circumstances the obligationLender’s sole judgment, equal to or greater than one hundred percent (100%) to substitute promissory notes or other similar instruments or investment property that meet the terms and conditions of Section 4.9 of the Indenture value of the Exiting Property, as determined by Lender, and is at least equal to the Exiting Property in each of the following respects: (“Substituted Notes”a) for Notes previously pledged as Collateral (“Released Notes”). stability of cash flow, taking into consideration weighted average lease maturities; (b) The Company tenant credit and quality and diversification; (c) building quality and diversification; and (d) location quality and diversification. Borrowers acknowledge that Lender may make reject a property proposed as a Substitute Property for any reason or without giving a reason, and Borrowers assume such a substitution risk notwithstanding that it may spend substantial resources preparing the reports and other information required by delivering to the Trustee: (i) a written notice to the Trustee executed by an officer of the Company which contains (A) a description of the Substituted Note(s), (B) a statement that such Substituted Note has been pledged by the Company as Collateral under this Security Agreement, (C) a certification by the Company that the representations and warranties regarding Collateral contained in Section 6 below are true Lender with respect to the Substituted Note, (D) a description of the Notes to be released from the Security Interest (i.e., a description of the Released Note(s)), and (E) a certification by the Company that upon the release of the Released Notes from the Security Interest, the value of the Collateral shall be at least 100% of the aggregate principal amount of the Securities then outstanding (the “Minimum Value”)Substitute Property; (iit) Lender determines in its sole discretion that the original Substituted Note(s)Substitution would not result in a violation of the ERISA provisions contained in Lender’s then current guidelines and requirements, and Borrowers deliver such certifications and other documents as Lender may request in connection therewith; (u) Lender is satisfied, and Borrowers shall deliver such assurances as may be reasonably requested by Lender (including a reaffirmation certification or other agreement) that any guaranty, indemnity or similar instrument delivered to Lender in connection with the Loans remains in full force and effect, notwithstanding and taking into consideration the Substitution; and (iiiv) an endorsement in blank for The Substitute Property shall have the Substituted Notes. (c) So long same unpaid principal balance allocated to such Substitute Property as the aggregate value then existing unpaid principal balance allocated to the Exiting Property at the time of the Collateral after the release closing of the Released Notes is Substitution. Lender shall have at least sixty (60) days in which to process any request to effect a Substitution after receipt of (1) all materials and information necessary to evaluate such request and (2) the Minimum ValueSubstitution Administrative Fee. Notwithstanding anything to the contrary in Section 3 above and/or this Section 4, Borrowers shall only have the value right to a combined cumulative total (during the entire term of the Substituted Note(sLoans) being substituted of eight (8) Releases and Substitutions; provided, however, that Lender agrees to consider in good faith any request for its consent to a Release or Substitution that would cause the Released Note(s) combined cumulative total of Releases and Substitutions during the term of the Loans to exceed eight (8) Releases and Substitutions, which consent may be less than the value of the Released Note(s). (d) Upon the Trusteegiven or withheld for any reason or given conditionally, in Lender’s receipt of the documents described in sole discretion. This Section 4(b), the Substituted Note(s) 4 shall be deemed to be Collateral and the Released Note(s) shall be deemed to be released from the Security Interest and shall no longer be subject personal to the terms of this Security Agreement. The Trustee shall promptly thereafter return original Borrowers under the Released Note(s) to the CompanyLoans, together with any endorsement of such Released Note(s) made by the Company. (e) In the event that the Trustee has filed (or has caused to be filed) a financing statement in order to perfect the Security Interest in a Note that has become a Released Note, the Trustee shall prepare and file a financing statement amendment which releases the Released Note from the Security Interest and the Security Agreement (the “Release”). The Trustee hereby authorizes the Company to file a copy of the Release in the appropriate filing office if the Trustee has not filed the Release within ten (10) business days of the Trustee’s receipt of the documents described in Section 4(b). This authorization is intended to comply with the terms of Minn. Stat. §336.9-509 and no further writing is required as evidence of the Trustee’s grant of authority to the Company to file the Releasetransferee shall have any rights under this Section 4.

Substitution of Collateral. (a) Provided that no Event of Default has occurred and is continuing, the Company shall have the right (and, under the terms of the Indenture, in certain circumstances the obligation) to substitute promissory notes or other similar instruments or investment property that meet the terms and conditions of Section 4.9 of the Indenture (“"Substituted Notes”") for Notes previously pledged as Collateral (“"Released Notes”"). (b) The Company may make such a substitution by delivering to the Trustee: (i) a written notice to the Trustee executed by an officer of the Company which contains (A) a description of the Substituted Note(s), (B) a statement that such Substituted Note has been pledged by the Company as Collateral under this Security Agreement, (C) a certification by the Company that the representations and warranties regarding Collateral contained in Section 6 below are true with respect to the Substituted Note, (D) a description of the Notes to be released from the Security Interest (i.e., a description of the Released Note(s)), and (E) a certification by the Company that upon the release of the Released Notes from the Security Interest, the value of the Collateral shall be at least 100120% of the aggregate principal amount of the Securities then outstanding (the “"Minimum Value”"); (ii) the original Substituted Note(s); and (iii) an endorsement in blank for the Substituted Notes. (c) So long as the aggregate value of the Collateral after the release of the Released Notes is at least the Minimum Value, the value of the Substituted Note(s) being substituted for the Released Note(s) may be less than the value of the Released Note(s). (d) Upon the Trustee’s 's receipt of the documents described in Section 4(b), the Substituted Note(s) shall be deemed to be Collateral and the Released Note(s) shall be deemed to be released from the Security Interest and shall no longer be subject to the terms of this Security Agreement. The Trustee shall promptly thereafter return the Released Note(s) to the Company, together with any endorsement of such Released Note(s) made by the Company. (e) In the event that the Trustee has filed (or has caused to be filed) a financing statement in order to perfect the Security Interest in a Note that has become a Released Note, the Trustee shall prepare and file a financing statement amendment which releases the Released Note from the Security Interest and the Security Agreement (the “"Release”"). The Trustee hereby authorizes the Company to file a copy of the Release in the appropriate filing office if the Trustee has not filed the Release within ten (10) business days of the Trustee’s 's receipt of the documents described in Section 4(b). This authorization is intended to comply with the terms of Minn. Stat. §ss. 336.9-509 and no further writing is required as evidence of the Trustee’s 's grant of authority to the Company to file the Release.

Substitution of Collateral. (a) Provided that no Event of Default has occurred and is continuing, the Company shall have the right (and, under the terms of the Indenture, in certain circumstances the obligation) to substitute promissory notes or other similar instruments or investment property that meet the terms and conditions of Section 4.9 of the Indenture (“"Substituted Notes”") for Notes previously pledged as Collateral (“"Released Notes”"). (b) The Company may make such a substitution by delivering to the Trustee: (i) a written notice to the Trustee executed by an officer of the Company which contains (A) a description of the Substituted Note(s), (B) a statement that such Substituted Note has been pledged by the Company as Collateral under this Security Agreement, (C) a certification by the Company that the representations and warranties regarding Collateral contained in Section 6 below are true with respect to the Substituted Note, (D) a description of the Notes to be released from the Security Interest (i.e., a description of the Released Note(s)), and (E) a certification by the Company that upon the release of the Released Notes from the Security Interest, the value of the Collateral shall be at least 100120% of the aggregate principal amount of the Securities then outstanding (the “"Minimum Value”"); (ii) the original Substituted Note(s); and (iii) an endorsement in blank for the Substituted Notes. (c) So long as the aggregate value of the Collateral after the release of the Released Notes is at least the Minimum Value, the value of the Substituted Note(s) being substituted for the Released Note(s) may be less than the value of the Released Note(s). (d) Upon the Trustee’s 's receipt of the documents described in Section 4(b), the Substituted Note(s) shall be deemed to be Collateral and the Released Note(s) shall be deemed to be released from the Security Interest and shall no longer be subject to the terms of this Security Agreement. The Trustee shall promptly thereafter return the Released Note(s) to the Company, together with any endorsement of such Released Note(s) made by the Company. (e) In the event that the Trustee has filed (or has caused to be filed) a financing statement in order to perfect the Security Interest in a Note that has become a Released Note, the Trustee shall prepare and file a financing statement amendment which releases the Released Note from the Security Interest and the Security Agreement (the “"Release”"). The Trustee hereby authorizes the Company to file a copy of the Release in the appropriate filing office if the Trustee has not filed the Release within ten (10) business days of the Trustee’s 's receipt of the documents described in Section 4(b). This authorization is intended to comply with the terms of Minn. StatStat.ss. §336.9-509 and no further writing is wri▇▇▇▇ ▇▇ required as evidence of the Trustee’s 's grant of authority to the Company to file the Release.

Substitution of Collateral. (a) Provided that no Event of Default has occurred and is continuing, the Company shall have the right (and, under the terms of the Indenture, in certain circumstances the obligation) to substitute promissory notes or other similar instruments or investment property that meet the terms and conditions of Section 4.9 of the Indenture (“"Substituted Notes”") for Notes previously pledged as Collateral (“"Released Notes”"). (b) The Company may make such a substitution by delivering to the Trustee: (i) a written notice to the Trustee executed by an officer of the Company which contains (A) a description of the Substituted Note(s), (B) a statement that such Substituted Note has been pledged by the Company as Collateral under this Security Agreement, (C) a certification by the Company that the representations and warranties regarding Collateral contained in Section 6 below are true with respect to the Substituted Note, (D) a description of the Notes to be released from the Security Interest (i.e., a description of the Released Note(s)), and (E) a certification by the Company that upon the release of the Released Notes from the Security Interest, the value of the Collateral shall be at least 100120% of the aggregate principal amount of the Securities then outstanding (the “"Minimum Value”"); (ii) the original Substituted Note(s); and (iii) an endorsement in blank for the Substituted Notes. (c) So long as the aggregate value of the Collateral after the release of the Released Notes is at least the Minimum Value, the value of the Substituted Note(s) being substituted for the Released Note(s) may be less than the value of the Released Note(s). (d) Upon the Trustee’s 's receipt of the documents described in Section 4(b), the Substituted Note(s) shall be deemed to be Collateral and the Released Note(s) shall be deemed to be released from the Security Interest and shall no longer be subject to the terms of this Security Agreement. The Trustee shall promptly thereafter return the Released Note(s) to the Company, together with any endorsement of such Released Note(s) made by the Company. (e) In the event that the Trustee has filed (or has caused to be filed) a financing statement in order to perfect the Security Interest in a Note that has become a Released Note, the Trustee shall prepare and file a financing statement amendment which releases the Released Note from the Security Interest and the Security Agreement (the “"Release”"). The Trustee hereby authorizes the Company to file a copy of the Release in the appropriate filing office if the Trustee has not filed the Release within ten (10) business days of the Trustee’s 's receipt of the documents described in Section 4(b). This authorization is intended to comply with the terms of Minn. StatStat.ss. §336.9-509 and no further writing furth▇▇ ▇▇▇▇ing is required as evidence of the Trustee’s 's grant of authority to the Company to file the Release.

Substitution of Collateral. (a) Provided Borrower shall have the right, provided that no Event of Default has occurred that has not been waived by Lenders in writing or cured, to obtain the release of a Mortgaged Property from the lien of the encumbering Mortgage, provided that Borrower has delivered to Agent, or Agent has otherwise received, in form and is continuingsubstance satisfactory to Agent and its counsel, the Company shall have following documents and instruments: 2.2.4.1 A notice from Borrower designating to Agent and Lenders Substitute Collateral that is of like quality to the right (andMortgaged Property requested to be released and that will generate NOI that, under when added to the terms NOI of the Indentureremaining Mortgaged Properties, will total not less than $4,670,000, all as determined by Lenders in certain circumstances the obligation) good faith; 2.2.4.2 An Appraisal acceptable to substitute promissory notes or other similar instruments or investment property that meet the terms Agent and conditions of Section 4.9 of the Indenture (“Substituted Notes”) for Notes previously pledged as Collateral (“Released Notes”). (b) The Company may make such a substitution by delivering to the Trustee: (i) a written notice to the Trustee executed by an officer of the Company which contains (A) a description of the Substituted Note(s), (B) a statement that such Substituted Note has been pledged by the Company as Collateral under this Security Agreement, (C) a certification by the Company that the representations and warranties regarding Collateral contained in Section 6 below are true Lenders with respect to the Substituted Noteproposed Substitute Collateral, (Di) which indicates a description of the Notes to be released from the Security Interest (i.e., a description of the Released Note(s)), and (E) a certification by the Company that upon the release of the Released Notes from the Security Interest, the value of the Collateral shall be at least 100% of the aggregate principal amount of the Securities then outstanding (the “Minimum Value”); (ii) the original Substituted Note(s); and (iii) an endorsement in blank for the Substituted Notes. (c) So long as the aggregate value of the Collateral after the release of the Released Notes is at least the Minimum Value, the value of the Substituted Note(s) being substituted for the Released Note(s) may be not less than the value of the Released Note(s).Mortgaged Property requested to be released, the value of the Mortgaged Property requested to be released to be as determined by the Appraisal of such Mortgaged Property most recently obtained by Agent; and (ii) which evidences, based upon the most recently obtained Appraisals, that following the release of such Mortgaged Property and delivery of a Mortgage encumbering the Substitute Collateral, the then-current LTV shall not exceed 75%; (d) Upon 2.2.4.3 A Mortgage encumbering the Trustee’s receipt Substitute Collateral, in the form of that which was delivered to Agent with respect to the Kenwood Gardens Apartments, Toledo, Ohio, pursuant to the 1994 Loan Agreement, as modified to reflect this First Amendment and the requirements of the jurisdiction in which the Substitute Collateral is located; 2.2.4.4 An Assignment to Rents, Leases and Profits encumbering the Substitute Collateral, in the form of that which was delivered to Agent with respect to the Kenwood Gardens Apartments, Toledo, Ohio, pursuant to the 1994 Loan Agreement, as modified to reflect this First Amendment and the requirements of the jurisdiction in which the Substitute Collateral is located; 2.2.4.5 A Collateral Assignment of Agreements Affecting Real Estate encumbering the Substitute Collateral, in the form of that which was delivered to Agent with respect to the Kenwood Gardens Apartments, Toledo, Ohio, pursuant to the 1994 Loan Agreement, as modified to reflect this First Amendment and the requirements of the jurisdiction in which the Substitute Collateral is located; 2.2.4.6 UCC-1 Financing Statements with respect to the Substitute Collateral; 2.2.4.7 A certified copy of resolutions adopted by the Board of Trustees of Borrower authorizing the execution, delivery and performance of the documents described referred to in this Section 4(b)2.2.4 that are executed by Borrower, the Substituted Note(s) shall be deemed all certified by a trustee or officer of Borrower to be Collateral true and correct copies of the Released Note(s) shall be deemed originals and to be released from in full force and effect as of the Security Interest date hereof; 2.2.4.8 An incumbency and shall no longer be signature certificate with respect to each of the trustees of Borrower authorized to execute and deliver the documents referred to in this Section 2.2.4 that are executed by Borrower; 2.2.4.9 The opinion of Borrower's counsel, in form and substance acceptable to Lenders in their reasonable judgment; 2.2.4.10 A Policy of Title Insurance, or a marked-up commitment to issue such a policy, by First American Title Insurance Company, insuring the Mortgage encumbering the Substitute Collateral as a first lien thereon, subject to only such exceptions as Lenders may accept; 2.2.4.11 Evidence of Borrower's policies of insurance, with respect to the Substitute Collateral, as required by the terms of this Security Section 5.1.21 of the 1994 Loan Agreement. The Trustee shall promptly thereafter return the Released Note(s) ; 2.2.4.12 Evidence that Borrower has received, with respect to the CompanySubstitute Collateral, together with any endorsement of such Released Note(s) made by all required Governmental Approvals relating to the Company. (e) In the event ownership, use, operation and occupancy thereof and that the Trustee has filed (or has caused to be filed) a financing statement Substitute Collateral complies in order to perfect the Security Interest in a Note that has become a Released Note, the Trustee shall prepare and file a financing statement amendment which releases the Released Note from the Security Interest and the Security Agreement (the “Release”). The Trustee hereby authorizes the Company to file a copy of the Release in the appropriate filing office if the Trustee has not filed the Release within ten (10) business days of the Trustee’s receipt of the documents described in Section 4(b). This authorization is intended to comply all material respects with the terms of Minn. Stat. §336.9-509 and no further writing is required as evidence of the Trustee’s grant of authority all applicable laws; 2.2.4.13 A "Phase I" Environmental Audit performed with respect to the Company Substitute Collateral by a qualified environmental engineer acceptable to file the ReleaseLenders; and 2.2.4.14 Such additional documents or instruments as may be required by this Agreement or as Agent may reasonably require.