Common use of Transfer of Collateral Clause in Contracts

Transfer of Collateral. 3.1 On or prior to the receipt of the Loaned Securities, Borrower shall transfer to Lender Collateral in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable Lender to effect transfer thereof to a third party or to otherwise realize upon any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securities. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in the following sentence, upon receipt of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books, which shall be conclusive evidence of such allocations. (b) Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding Loan or Loans. (c) It is expressly understood and agreed by the parties hereto that any allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect.

Transfer of Collateral. 3.1 On or prior to the receipt of the Loaned Securities, Borrower shall transfer to Lender Collateral in an amount (the “"Required Value”") equal to the percentage (the “"Margin Percentage”") of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable Lender to effect transfer thereof to a third party or to otherwise realize upon any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s 's consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securities. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in the following sentence, upon receipt of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s 's books, which shall be conclusive evidence of such allocations. (b) Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding Loan or Loans. (c) It is expressly understood and agreed by the parties hereto that any allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s 's obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect.

Transfer of Collateral. 3.1 On or prior to the receipt of the Loaned Securities, Borrower shall transfer to Lender Collateral in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer W▇▇▇▇ Fargo Bank, National Association, as document custodian (in immediately availablesuch capacity, freely transferable funds or (b) such other means the “Custodian”), is hereby appointed as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower Custodian to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors hold all of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable Lender to effect transfer thereof to a third party or to otherwise realize upon any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securities. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in the following sentence, upon receipt of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s booksUnderlying Notes, which shall be conclusive evidence delivered to it by the Issuer on the Closing Date or any Additional Funding Date, as applicable, at its office in Minneapolis, Minnesota. Any successor to the Custodian shall be a U.S. state or national bank or trust company that is not an Affiliate of such allocationsthe Issuer and has capital and surplus of at least U.S.$200,000,000 and whose long-term unsecured debt is rated at least “A2” by Moody’s; provided, that it may maintain a long- term unsecured debt rating of at least “Baa1” by Moody’s for so long as it maintains a short-term unsecured debt rating of at least “P-2” by Moody’s and the Servicer maintains a long-term unsecured debt rating of at least “A2” by Moody’s. Subject to the limited right to relocate Collateral set forth in Section 7.5(b), the Custodian shall hold all Mortgage Asset Files at its Corporate Trust Office. (b) Lender The Collateral Agent on behalf of the Secured Parties shall have entered into a securities account control agreement with the rightIssuer, at its sole electionas debtor and the Securities Intermediary, at any time and from time the Collateral Agent, as secured party (the “Securities Account Control Agreement”), providing, inter alia, that the establishment and maintenance of the Indenture and Credit Agreement Accounts will be governed by the law of the State of New York. The security interest of the Collateral Agent in Collateral shall be perfected and otherwise evidenced as follows: (i) in the case of each Indenture and Credit Agreement Account (and amounts on deposit therein), by the Issuer (A) causing the Securities Intermediary to timeenter into the Securities Account Control Agreement and (B) causing the Securities Intermediary to agree pursuant to the Securities Account Control Agreement that it will comply with instructions originated by or on behalf of the Collateral Agent with respect to such Indenture and Credit Agreement Account (and amounts on deposit therein) without further consent by the Issuer; (ii) in the case of Collateral that consist of Instruments or Certificated Securities (the “Minnesota Collateral”), by the Issuer causing (A) the Custodian on behalf of the Collateral Agent, to allocate and/or reallocate acquire possession of such Minnesota Collateral in the State of Minnesota or (B) another Person (other than the Issuer or a Person controlling, controlled by, or under common control with, the Issuer) (1) to (x) take possession of such Minnesota Collateral in the State of Minnesota and (y) authenticate a record acknowledging that it holds such possession for the benefit of the Collateral Agent or (2) to (x) authenticate a record acknowledging that it will hold possession of such Minnesota Collateral for the benefit of the Collateral Agent and (y) take possession of such Minnesota Collateral in the State of Minnesota; (iii) in the case of Collateral that consists of General Intangibles and all other Collateral of the Issuer in which a security interest may be perfected by filing a financing statement under Article 9 of the UCC as in effect in the State of Delaware, filing or causing the filing of a UCC financing statement naming the Issuer as debtor and the Collateral Agent as secured party, which financing statement reasonably identifies all such Collateral, with the Secretary of State of the State of Delaware; and (iv) in the case of Collateral that consists of Cash on deposit in any Servicing Account managed by the Servicer pursuant to the terms of the Servicing Agreement, depositing such Cash in a Servicing Account, which Servicing Account is in the name of the Servicer on behalf of the Collateral held by it hereunder to or among any outstanding Loan or LoansAgent. (c) It is expressly The Issuer hereby authorizes the filing of UCC financing statements describing as the collateral covered thereby “all of the debtor’s personal property and Collateral,” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Indenture and Credit Agreement. (d) Without limiting the foregoing, the Issuer shall take all actions reasonably required (or that the Collateral Agent may request (acting at the direction of a Majority of the Class A Lenders)) in order to maintain the perfection and priority of the security interest of the Collateral Agent in the event of any change in applicable law or regulation, including Articles 8 and 9 of the UCC and Treasury Regulations governing transfers of interests in Government Items (it being understood that the Note Administrator or the Loan Agent, as applicable, shall be entitled to rely upon an Opinion of Counsel, including an Opinion of Counsel delivered in accordance with Section 3.1(c), as to the need to file any financing statements or continuation statements, the dates by which such filings are required to be made and agreed the jurisdictions in which such filings are required to be made). (e) Without limiting any of the foregoing, in connection with each Grant of a Mortgage Asset hereunder, the Issuer shall deliver to the Custodian, in each case to the extent specified on the closing checklist for such Mortgage Asset provided to the Custodian (with a copy to the Servicer) by the parties hereto Issuer the following documents (collectively, the “Mortgage Asset File”): (1) the original Mortgage Note, as applicable, bearing all intervening endorsements, endorsed “Pay to Terra Mortgage Capital I, LLC, a Delaware limited liability company, its successors, participants and assigns without recourse, representations or warranties of any kind, express or implied” and signed in the name of the last endorsee by an authorized Person; (2) an original blanket assignment of all unrecorded documents with respect to such Mortgage Asset to the Issuer or in the name of the Issuer; (3) the original or copy of any guarantee executed in connection with the promissory note, if any; (4) with respect to each Mortgage Loan, the original or a copy of the Mortgage with evidence of recording thereon, or, if unrecorded, a copy thereof together with an Officer’s Certificate of the Issuer certifying that such copy represents a true and correct copy of the original and that such original has been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property is located, in which case, recordation information shall not be required; (5) [reserved]; (6) the originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recording thereon (or a copy thereof together with an Officer’s Certificate of the Issuer certifying that such copy represents a true and correct copy of the original and that such original has been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property is located, in which case, recordation information shall not be required), together with any allocation other recorded document relating to the Mortgage Asset otherwise included in the Mortgage Asset File; (7) the original Assignment of Collateral Mortgage in the name of the Issuer or in blank, in form and substance acceptable for recording and signed in the name of the last endorsee; (8) the originals or copies of all intervening assignments of mortgage, if any, with evidence of recording thereon, showing an unbroken chain of title from the origination thereof to the last endorsee, or, if unrecorded, copies thereof together with an Officer’s Certificate of the Issuer certifying that such copies represent true and correct copies of the originals and that such originals have each been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property is located, in which case, recordation information shall not be required; (9) an original (which may be in the form of an electronically issued title policy) or a copy mortgagee policy of title insurance or a conformed version of the mortgagee’s title insurance commitment either marked as binding for insurance or attached to an escrow closing letter, countersigned by the title company or its authorized agent if the original mortgagee’s title insurance policy has not yet been issued; (10) the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with such Mortgage Loan, if any; (11) the original or a copy of Assignment of Leases, Rents and Profits, if any, with evidence of recording thereon, or if unrecorded, a copy thereof together with an Officer’s Certificate of the Issuer certifying that such copy represents a true and correct copy of the original that has been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property is located, in which case, recordation information shall not be required; (12) the original assignment of any assignment of leases and rents in the name of the Issuer or in blank, in form and substance acceptable for recording; (13) a filed copy of the UCC-1 financing statements with evidence of filing thereon, and UCC-3 assignments in blank, which UCC-3 assignments shall be in form and substance acceptable for filing; (14) the original or copy of any related loan agreement; (15) [reserved]; (16) the original or copy of the environmental indemnity agreement, if any; (17) the original or copy of any general collateral assignment of all other documents held by the Issuer in the name of the Issuer in connection with such Mortgage Asset; (18) an original or copy of any disbursement letter from the collateral Obligor to the original mortgagee; (19) an original or copy of the survey of the related Mortgaged Properties, if any; (20) a copy of any property management agreements; (21) a copy of any ground leases; (22) a copy of any related environmental insurance policy and environmental report, if applicable, with respect to the related Mortgaged Properties; (23) with respect to any Mortgage Loan with related mezzanine loan or liabilities due other subordinate debt, a copy of any related co-lender agreement, intercreditor agreement, subordination agreement or other similar agreement; (24) with respect to each Mortgage Loan secured by a hospitality property, a copy of any Account related franchise agreement, an original or copy of any comfort letter related thereto, and if, pursuant to the terms hereof shall in no way affect of such comfort letter, the ability general assignment of Lender the Mortgage Loan is not sufficient to apply transfer or assign the benefits of such Collateral comfort letter to the satisfaction Issuer, a copy of the notice by the related administrative agent to the franchisor of the transfer of such Mortgage Loan and/or a copy of the request for the issuance of a new comfort letter in favor of the Issuer (in each case, as and to the extent required pursuant to the terms of such comfort letter and which notices and requests may be by email), in each case as determined by the Issuer; (25) a copy of any obligation opinion of Borrower counsel issued in connection with such Mortgage Asset; and (26) the following additional documents, (a) an allonge to the original Mortgage Note, as applicable, endorsed in blank; (b) an assignment of Mortgage, in blank, in form and substance acceptable for recording; (c) an assignment of Leases, Rents and Profits, in blank, in form and substance acceptable for recording; and (d) a blanket assignment, in blank. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the Issuer in time to permit their delivery hereunder upon any default hereunderat the time required, regardless the Issuer shall deliver such original recorded documents to the Custodian promptly when received by the Issuer from the applicable recording office. (f) With respect to each Mortgage Asset owned by the Issuer as of the Closing Date, the execution and delivery of this Indenture and Credit Agreement by the Custodian shall constitute certification that with respect to each such Mortgage Asset: (i) each original note required to be delivered to the Custodian on behalf of the Collateral Agent by the Issuer and all allonges thereto, if any, have been received by the Custodian on the Closing Date; and (ii) such original note has been reviewed by the Custodian and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the borrower), (B) appears to have been executed and (C) purports to relate to the related Mortgage Asset. The Custodian agrees to review or cause to be reviewed the Mortgage Asset Files within sixty (60) days after the Closing Date, and to deliver to the Class A Lender, the Issuer, the Note Administrator, the Servicer and the Trustee a certification in the form of Exhibit E attached hereto, indicating, subject to any exceptions found by it in such review (and any related exception report and any subsequent reports thereto shall be delivered to the other parties hereto and the Servicer in electronic format, including Excel compatible format), (A) those documents referred to in Section 3.3(e) that have been received, and (B) that such documents have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Mortgage Asset. The Custodian shall have no responsibility for reviewing the Mortgage Asset File except as expressly set forth in this Section 3.3(f). None of the Collateral Agent, the Note Administrator, and the Custodian shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 3.3(e)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Mortgaged Property. (g) No later than the one hundred twentieth (120th) day after the Closing Date with respect to the Mortgage Assets owned by the Issuer on the Closing Date and every quarter thereafter until all exceptions have been cleared, the Custodian shall (i) deliver to the Issuer, with a copy to the Note Administrator, the Trustee, the Collateral Agent, the Loan Agent, and the Servicer an exception report (which report and any updates or Account modifications thereto shall be delivered in electronic format, including Excel-compatible format) as to any remaining documents that are required to be, but are not in the Mortgage Asset File and (ii) request that the Issuer cause such document deficiency to be cured. (h) Without limiting the generality of the foregoing: (i) from time to time upon the written request of the Trustee, the Servicer, the Collateral Agent or the Loan Agent, the Issuer shall deliver (or cause to be delivered) to the Custodian any Mortgage Asset Document in the possession of the Issuer and not previously delivered hereunder (including originals of Mortgage Asset Documents not previously required to be delivered as originals) and as to which the Trustee, the Collateral Agent, the Servicer or the Loan Agent, as applicable, shall have reasonably determined, or shall have been advised, to be necessary or appropriate for the administration of such obligation relatesMortgage Assets hereunder for the protection of the security interest of the Collateral Agent under this Indenture and Credit Agreement; (ii) upon request of the Issuer or the Class A Lender, and that in connection with any delivery of documents to the Custodian pursuant to clause (h)(i) above, the Custodian shall deliver to the Issuer or Class A Lender, as applicable, an updated report in the form of Schedule B to Exhibit E as to all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender documents in its sole discretion may elect.possession; and (iii) f

Transfer of Collateral. 3.1 On or prior to the receipt of the Loaned Securities, Borrower shall transfer to Lender Collateral in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender ▇▇▇▇▇▇ to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable Lender to effect transfer thereof to a third party or to otherwise realize upon any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securities. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in the following sentence, upon receipt of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender ▇▇▇▇▇▇ as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books, which shall be conclusive evidence of such allocations. (b) Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding Loan or Loans. (c) It is expressly understood and agreed by the parties hereto that any allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect.

Transfer of Collateral. 3.1 On Prior to, or prior to concurrently with, the receipt transfer of the Loaned Securities, Securities to Borrower. Borrower shall transfer to Lender the account or accounts designated by Lender, Collateral having a Market Value in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loansRequired Value. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lenderthe account or accounts designated by Lender in respect of any Loan, as adjusted pursuant to Section 8, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lenderhereunder, and Borrower hereby pledges withpledges, assigns to, and grants Lender to Lender, as agent for the Account, a continuing first priority security interest in, and a lien upon, the Collateral (other than letters of credit)Collateral, which shall attach upon the delivery transfer of the Collateral Loaned Securities to Lender Borrower and which shall cease with respect to any item of Collateral upon its being re-transferred to Borrower. In addition to all the redelivery rights and remedies given to Lender as agent hereunder, Lender, as agent for the Account, shall have all the rights and remedies of a secured party under the UCC. 3.3 Lender may transfer or arrange for the transfer of the Collateral for any Loan to Borrower. 3.4 Lender the related Account and the Account may use or invest the Collateral, if such Collateral consists of cash, at its own risk the risk, and for its own benefit and shall be entitled to retain all income and profits therefrom and the benefit, of the Account, which shall bear all losses with respect thereto. If the Collateral consists of securities, Lender an Account that is a securities broker or dealer may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, commingle the Collateral with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the as its attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take taking all other steps as may be required to enable Lender or the Account to effect transfer thereof any Collateral to a third party or to otherwise realize upon any Collateral. 3.4 Provided that Borrower is not in Default hereunder, upon the transfer to the account or accounts designated by Lender of all Loaned Securities in respect of a Loan and the payment of all Loan Fees due upon termination of such Loan, Lender shall transfer (or cause the related Account to transfer) to Borrower the Collateral which has been transferred relating to it such Loan. Lender's sole obligation to Borrower in respect of the Collateral is to return or arrange for the return of such to Borrower pursuant to any Loanthis Section 3.4 and Section 5.4. 3.5 Except as provided If Borrower transfers Collateral in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender respect of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding a Loan to the commencement date for a Loan, Borrower transfers the Collateral account or accounts designated by Lender and Lender does not transfer or arrange for the transfer of the Loaned SecuritiesSecurities to Borrower, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, if Lender transfers or arranges for the transfer of Loaned Securities to Borrower and Borrower does not transfer Collateral hereunderto the account or accounts designated by Lender as required under Section 3.1, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 3.6 Borrower may, upon reasonable notice to Lender and with Lender’s 's consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; providedPROVIDED, howeverHOWEVER, that such substituted Collateral shall shall: (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans in accordance with this Agreement; and (b) have a market value such that Market Value that, when added to the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage Market Value of the market value remaining Collateral for such Loan, is equal to or in excess of the Loaned SecuritiesRequired Value. Substituted Collateral shall constitute Collateral hereunder for all purposespurposes hereunder. 3.8 A transfer of Loaned Securities or 3.7 Collateral may shall be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required allocated to effect such transfer.Loans as follows: (a) 3.7.1 Except as provided in the following sentence, upon receipt of Collateral for transferred by Borrower in connection with a Loan, such Collateral specific Loan shall be allocated to such Loan; provided provided, that if Collateral is received on the same day for more than one Loan, the Lender shall allocate arrange for the allocation of such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of CollateralCollateral acceptable for such Loan. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books's books and records, which shall be conclusive presumptive evidence of such allocations. (b) 3.7.2 Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or or reallocate any Collateral held by it hereunder delivered pursuant to the terms hereof to or among any outstanding Loan or Loans. (c) 3.7.3 It is expressly understood and agreed by the parties hereto that any no allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no any way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default Default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s 's obligations to Lender or the Accounts hereunder without distinction of any kind and upon any default Default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect. 3.8 No later than seven days prior to the scheduled expiration date of any Letter of Credit supporting Borrower's obligations hereunder, Borrower shall deliver an extension of the expiration of such Letter of Credit or replace such Letter of Credit by providing Lender with a substitute Letter of Credit or other acceptable Collateral in an amount at least equal to the amount of the Letter of Credit for which it is substituted.

Transfer of Collateral. 3.1 On or prior to the receipt of the Loaned Securities, Borrower shall transfer to Lender Collateral in an amount (the “"Required Value”") equal to the percentage (the “"Margin Percentage”") of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable Lender to effect transfer thereof to a third party or to otherwise realize upon any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s 's consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securities. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in the following sentence, upon receipt of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s 's books, which shall be conclusive evidence of such allocations. (ba) Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding Loan or Loans. (cb) It is expressly understood and agreed by the parties hereto that any allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s 's obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect.

Transfer of Collateral. 3.1 On Prior to, or prior to concurrently with, the receipt transfer of the Loaned SecuritiesSecurities to Borrower, Borrower shall transfer to Lender the account or accounts designated by Lender, Collateral having a Market Value in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loansRequired Value. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lenderthe account or accounts designated by Lender in respect of any Loan, as adjusted pursuant to Section 8, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lenderhereunder, and Borrower hereby pledges withpledges, assigns to, and grants Lender to Lender, as agent for the Account, a continuing first priority security interest in, and a lien upon, the Collateral (other than letters of credit)Collateral, which shall attach upon the delivery transfer of the Collateral Loaned Securities to Lender Borrower and which shall cease with respect to any item of Collateral upon its being re-transferred to Borrower. In addition to all the redelivery rights and remedies given to Lender as agent hereunder, Lender, as agent for the Account, shall have all the rights and remedies of a secured party under the UCC. 3.3 Lender may transfer or arrange for the transfer of the Collateral for any Loan to Borrower. 3.4 Lender the related Account and the Account may use or invest the Collateral, if such Collateral consists of cash, at its own risk the risk, and for its own benefit and shall be entitled to retain all income and profits therefrom and the benefit, of the Account, which shall bear all losses with respect thereto. If the Collateral consists of securities, Lender an Account that is a securities broker or dealer may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, commingle the Collateral with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the as its attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take taking all other steps as may be required to enable Lender or the Account to effect transfer thereof any Collateral to a third party or to otherwise realize upon any Collateral. 3.4 Provided that Borrower is not in Default hereunder, upon the transfer to the account or accounts designated by Lender of all Loaned Securities in respect of a Loan and the payment of all Loan Fees due upon termination of such Loan, Lender shall transfer (or cause the related Account to transfer) to Borrower the Collateral which has been transferred relating to it such Loan. Lender's sole obligation to Borrower in respect of the Collateral is to return or arrange for the return of such to Borrower pursuant to any Loanthis Section 3.4 and Section 5.4. 3.5 Except as provided If Borrower transfers Collateral in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender respect of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding a Loan to the commencement date for a Loan, Borrower transfers the Collateral account or accounts designated by Lender and Lender does not transfer or arrange for the transfer of the Loaned SecuritiesSecurities to Borrower, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, if Lender transfers or arranges for the transfer of Loaned Securities to Borrower and Borrower does not transfer Collateral hereunderto the account or accounts designated by Lender as required under Section 3.1, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 3.6 Borrower may, upon reasonable notice to Lender and with Lender’s 's consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; providedPROVIDED, howeverHOWEVER, that such substituted Collateral shall shall: (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans in accordance with this Agreement; and (b) have a market value such that Market Value that, when added to the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage Market Value of the market value remaining Collateral for such Loan, is equal to or in excess of the Loaned SecuritiesRequired Value. Substituted Collateral shall constitute Collateral hereunder for all purposespurposes hereunder. 3.8 A transfer of Loaned Securities or 3.7 Collateral may shall be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required allocated to effect such transfer.Loans as follows: (a) 3.7.1 Except as provided in the following sentence, upon receipt of Collateral for transferred by Borrower in connection with a Loan, such Collateral specific Loan shall be allocated to such Loan; provided provided, that if Collateral is received on the same day for more than one Loan, the Lender shall allocate arrange for the allocation of such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of CollateralCollateral acceptable for such Loan. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books's books and records, which shall be conclusive presumptive evidence of such allocations. (b) 3.7.2 Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or or reallocate any Collateral held by it hereunder delivered pursuant to the terms hereof to or among any outstanding Loan or Loans. (c) 3.7.3 It is expressly understood and agreed by the parties hereto that any no allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no any way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default Default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s 's obligations to Lender or the Accounts hereunder without distinction of any kind and upon any default Default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect. 3.8 No later than seven days prior to the scheduled expiration date of any Letter of Credit supporting Borrower's obligations hereunder, Borrower shall deliver an extension of the expiration of such Letter of Credit or replace such Letter of Credit by providing Lender with a substitute Letter of Credit or other acceptable Collateral in an amount at least equal to the amount of the Letter of Credit for which it is substituted.

Transfer of Collateral. 3.1 On or prior to the receipt of the Loaned Securities, Borrower shall transfer to Lender Collateral in an amount (the “Required Req uired Value”) equal to the percentage (the “Margin Percentage”) of the market value val ue of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value val ue of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, . sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable Lender to effect transfer thereof to a third party or to otherwise realize upon any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securities. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in the following sentence, upon receipt of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books, which shall be conclusive evidence of such allocations. (b) Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding Loan or Loans. (c) It is expressly understood and agreed by the parties hereto that any allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect.

Transfer of Collateral. 3.1 On The Lead Borrower will, upon the creation of the condominium regime, transfer its ownership interest in the Unit containing the Office Component (a “Property Transfer”) to Fordham Office. Lead Borrower shall only affect such a transfer after Lead Borrower has provided written notice to Administrative Agent that each of the following conditions precedent has been satisfied with respect to such Property Transfer (hereinafter, singly and collectively, the “Property Transfer Conditions”): (1) The Lead Borrower shall have provided Administrative Agent with at least ten (10) Business Days’ notice of the intended Property Transfer; (2) The construction of the Improvements shall have commenced and shall have proceeded in accordance with the terms and conditions hereof to a sufficient stage of completion acceptable to Administrative Agent, in its reasonable discretion; (3) The Borrower shall have executed and delivered, or prior caused the execution and delivery of, any and all easements and any other matters as to which the Unit is either the servient or the dominant estate, that are necessary for the ownership, construction, use or operation of the Improvements; (4) The Borrower and Guarantor shall have executed and delivered to Administrative Agent such instruments, documents, agreements, and certifications as Administrative Agent shall have reasonably requested to effectuate, evidence or confirm the Property Transfer and the Administrative Agent’s rights or remedies under the Loan Documents, including without limitation an amendment to each of the Mortgages, but in no way expanding or modifying the obligations of such Borrower or Guarantor hereunder or under the Loan Documents; (5) Borrower shall have delivered to the receipt of Administrative Agent such documents, instruments, materials and further estoppels and certifications as Administrative Agent shall have determined are reasonably required to approve or consent to, to the Loaned Securitiesextent required, the applicable Property Transfer and any requested endorsement(s) to the Title Policies delivered to Administrative Agent pursuant to Schedule 4 – Part A, Paragraph 10; and (6) Borrower shall transfer to Lender Collateral have paid all costs and expenses incurred by Administrative Agent in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately availableconnection with any Property Transfer, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing Administrative Agent’s reasonable attorneys’ fees and costs. EXECUTED as of the date first written above. LENDER: EUROHYPO AG, NEW YORK BRANCH By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇ Name: M▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Director By: /s/ J▇▇▇ ▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇ Title: Vice President Address for Notices to Eurohypo AG, New York Branch: Eurohypo AG, New York Branch 1114 Avenue of the A▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Legal Director Telecopier No.: 8▇▇ ▇▇▇ ▇▇▇▇ With copies to: Eurohypo AG, New York Branch 1114 Avenue of the A▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Head of Portfolio Operations Telecopier No.: 8▇▇ ▇▇▇ ▇▇▇▇ R▇▇▇▇▇ & B▇▇▇▇▇▇▇▇▇ LLP Times Square Tower, Suite 2506 Seven Times Square New York, New York 10036 Attention: S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ BORROWER: ACADIA-PA EAST FORDHAM ACQUISITIONS, LLC, a Delaware limited liability company By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President Address for Notices: c/o Acadia Realty Trust 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Telecopier No.: 9▇▇-▇▇▇-▇▇▇▇ FORDHAM PLACE OFFICE, LLC, a Delaware limited liability company By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President Address for Notices: c/o Acadia Realty Trust 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Telecopier No.: 9▇▇-▇▇▇-▇▇▇▇ ADMINISTRATIVE AGENT: EUROHYPO AG, NEW YORK BRANCH, as Administrative Agent By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇ Name: M▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Director By: /s/ J▇▇▇ ▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇ Title: Vice President Address for Notices to Eurohypo AG, New York Branch: Eurohypo AG, New York Branch 1114 Avenue of the A▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Legal Director Telecopier No.: 8▇▇ ▇▇▇ ▇▇▇▇ With copies to: Eurohypo AG, New York Branch 1114 Avenue of the A▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Head of Portfolio Operations Telecopier No.: 8▇▇ ▇▇▇ ▇▇▇▇ R▇▇▇▇▇ & B▇▇▇▇▇▇▇▇▇ LLP Times Square Tower, Suite 2506 Seven Times Square New York, New York 10036 Attention: S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ PARCEL I - (f/k/a LOT 8, Now Part of LOT 9) ALL THAT CERTAIN piece or parcel of land, together with any documentimprovements thereon situate, lying and being in the Borough of the Bronx, City and State of New York, bounded and described as follows: BEGINNING at a point on the easterly side of W▇▇▇▇▇▇ Avenue (100 feet in width), said point being distant south 08 degrees 26 minutes 11 seconds west, a distance of 254.35 feet from a point formed by the intersection of said easterly side of W▇▇▇▇▇▇ Avenue with the southerly side of East Fordham Road (a/k/a Pelham Avenue variable in width) and to take all other steps as may be required to enable Lender to effect transfer thereof from said point of beginning RUNNING THENCE along the common dividing line between said Lot 8 and Lot 9 south 85 degrees 39 minutes 56 seconds east, a distance of 108.97 feet to a third party point; THENCE along the common dividing line between said Lot 8 and Lot 12 south 04 degrees 33 minutes 31 seconds west, a distance of 24.68 feet to a point; THENCE along the common dividing line between said Lots 8 and Lot 4 (lands now or formerly of Automotive Realty Corporation) north 85 degrees 39 minutes 56 seconds west, a distance of 110.65 feet to otherwise realize upon a point; on the aforementioned easterly side of W▇▇▇▇▇▇ Avenue; THENCE along the easterly side of said W▇▇▇▇▇▇ Avenue, north 08 degrees 26 minutes 11 seconds east, a distance of 24.74 feet to the point or place of BEGINNING. PARCEL II - LOT 9: ALL THAT CERTAIN piece or parcel of land, together with any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided improvements thereon situate, lying and being in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender Borough of the Loaned Securities Bronx, City and State of New York, and as further bounded and described as follows: BEGINNING at a point on termination the easterly side of W▇▇▇▇▇▇ Avenue (100 feet wide), said point being distant south 08 degrees 26 minutes 11 seconds west, a distance of 228.81 feet from a point formed by the intersection of said easterly side of W▇▇▇▇▇▇ Avenue with the southerly side of East Fordham Road (a/k/a Pelham Avenue, variable width) and from said point of beginning; RUNNING THENCE the following two (2) courses along the dividing line between Lot 9 (n/f reputed owner Acadia-PA East Fordham Acquisitions, LLC and Lot 12 (n/f reputed owner Acadia-PA East Fordham Acquisitions, LLC), Block 3033; 1. South 85 degrees 39 minutes 56 seconds east, a distance of 115.24 feet to a point; thence 2. South 03 degrees 58 minutes 56 seconds west, a distance of 25.48 feet to a point; thence 3. Along the common dividing line between the aforementioned L▇▇ ▇ ▇▇▇ ▇▇▇▇ ▇▇ & ▇ (▇/▇ ▇▇▇▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Acquisitions LLC), Block 3033 north 85 degrees 39 minutes 56 seconds west, a distance of 117.22 feet to a point on the aforementioned easterly side of W▇▇▇▇▇▇ Avenue; thence 4. Along said easterly side of W▇▇▇▇▇▇ Avenue, north 08 degrees 26 minutes 11 seconds east, a distance of 25.54 feet to the point or place of BEGINNING. This description is prepared in accordance with a Survey made by Control Point Associates Inc. dated 8/30/07 and last revised 9/18/07 by G▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ NY P.L.S. (Control Point Associates Inc.) PARCEL III - LOT 12: ALL THAT CERTAIN plot, piece or parcel of land, together with any improvements thereon situate, situate, lying and being in the Borough and County of Bronx, City and State of New York, bounded and described as follows: BEGINNING at a point formed by the intersection of the Loan. 3.6 Ifeasterly side of W▇▇▇▇▇▇ Avenue (100 feet wide) with the southerly side of East Fordham Road (A.K.A. Pelham Avenue, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral Variable Width) and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return from said point of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securitiesbeginning. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in RUNNING THENCE the following sentencethree (3) courses along said southerly side of East Fordham Road; 1. South 84 degrees 34 minutes 46 seconds east, upon receipt a distance of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect 43.27 feet to a Loan in excess point, THENCE 2. South 54 degrees 01 minute 22 seconds east, a distance of the Required Value for such Loan may be held by Lender as collateral security for all Loans made 29.77 feet to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books, which shall be conclusive evidence of such allocations. (b) Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding Loan or Loans. (c) It is expressly understood and agreed by the parties hereto that any allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect.a point; THENCE;

Transfer of Collateral. 3.1 On Prior to, or prior to concurrently with, the receipt transfer of the Loaned SecuritiesSecurities to Borrower, Borrower shall transfer to Lender the account or accounts designated by Lender, Collateral having a Market Value in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loansRequired Value. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lenderthe account or accounts designated by Lender in respect of any Loan, as adjusted pursuant to Section 8, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lenderhereunder, and Borrower hereby pledges withpledges, assigns to, and grants Lender to Lender, as agent for the Account, a continuing first priority security interest in, and a lien upon, the Collateral (other than letters of credit)Collateral, which shall attach upon the delivery transfer of the Collateral Loaned Securities to Lender Borrower and which shall cease with respect to any item of Collateral upon its being re-transferred to Borrower. In addition to all the redelivery rights and remedies given to Lender as agent hereunder, Lender, as agent for the Account, shall have all the rights and remedies of a secured party under the UCC. 3.3 Lender may transfer or arrange for the transfer of the Collateral for any Loan to Borrower. 3.4 Lender the related Account and the Account may use or invest the Collateral, if such Collateral consists of cash, at its own risk the risk, and for its own benefit and shall be entitled to retain all income and profits therefrom and the benefit, of the Account, which shall bear all losses with respect thereto. If the Collateral consists of securities, Lender an Account that is a securities broker or dealer may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, commingle the Collateral with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the as its attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take taking all other steps as may be required to enable Lender or the Account to effect transfer thereof any Collateral to a third party or to otherwise realize upon any Collateral. 3.4 Provided that Borrower is not in Default hereunder, upon the transfer to the account or accounts designated by Lender of all Loaned Securities in respect of a Loan and the payment of all Loan Fees due upon termination of such Loan, Lender shall transfer (or cause the related Account to transfer) to Borrower the Collateral which has been transferred relating to it such Loan. Lender's sole obligation to Borrower in respect of the Collateral is to return or arrange for the return of such to Borrower pursuant to any Loanthis Section 3.4 and Section 5.4. 3.5 Except as provided If Borrower transfers Collateral in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender respect of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding a Loan to the commencement date for a Loan, Borrower transfers the Collateral account or accounts designated by Lender and Lender does not transfer or arrange for the transfer of the Loaned SecuritiesSecurities to Borrower, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, if Lender transfers or arranges for the transfer of Loaned Securities to Borrower and Borrower does not transfer Collateral hereunderto the account or accounts designated by Lender as required under Section 3.1, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 3.6 Borrower may, upon reasonable notice to Lender and with Lender’s 's consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall shall: (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans in accordance with this Agreement; and (b) have a market value such that Market Value that, when added to the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage Market Value of the market value remaining Collateral for such Loan, is equal to or in excess of the Loaned SecuritiesRequired Value. Substituted Collateral shall constitute Collateral hereunder for all purposespurposes hereunder. 3.8 A transfer of Loaned Securities or 3.7 Collateral may shall be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required allocated to effect such transfer.Loans as follows: (a) 3.7.1 Except as provided in the following sentence, upon receipt of Collateral for transferred by Borrower in connection with a Loan, such Collateral specific Loan shall be allocated to such Loan; provided provided, that if Collateral is received on the same day for more than one Loan, the Lender shall allocate arrange for the allocation of such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of CollateralCollateral acceptable for such Loan. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books's books and records, which shall be conclusive presumptive evidence of such allocations. (b) 3.7.2 Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or or reallocate any Collateral held by it hereunder delivered pursuant to the terms hereof to or among any outstanding Loan or Loans. (c) 3.7.3 It is expressly understood and agreed by the parties hereto that any no allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no any way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default Default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s 's obligations to Lender or the Accounts hereunder without distinction of any kind and upon any default Default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect. 3.8 No later than seven days prior to the scheduled expiration date of any Letter of Credit supporting Borrower's obligations hereunder, Borrower shall deliver an extension of the expiration of such Letter of Credit or replace such Letter of Credit by providing Lender with a substitute Letter of Credit or other acceptable Collateral in an amount at least equal to the amount of the Letter of Credit for which it is substituted.

Transfer of Collateral. 3.1 On or prior to the receipt of the Loaned Securities, Borrower shall transfer to Lender Collateral in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable Lender to effect transfer thereof to a third party or to otherwise realize upon any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender of the Loaned Securities on termination of the Loan.. V/agreemnt/standard/agency with indemnification 3.6 If, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securities. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in the following sentence, upon receipt of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books, which shall be conclusive evidence of such allocations. (b) Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding Loan or Loans. (c) It is expressly understood and agreed by the parties hereto that any allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect.

Transfer of Collateral. 3.1 On or prior to the receipt of the Loaned Securities, Borrower shall transfer to Lender Collateral in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately availableContemporaneously with the execution and delivery of this Agreement, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Original Borrower shall execute, acknowledge and deliver to Lender shall be made a Bill ▇▇ Sale and Assignment in substantially the form attached hereto as Exhibit "A" (the "Bill ▇▇ Sale"), pursuant to which Original Borrower sells, transfers, assigns, and conveys to Lender, subject to the representations, warranties, terms, conditions and covenants contained herein, the chattel paper covered by delivery to Lender Original Borrower's Security Agreement and constituting the portfolio of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) Non-Prime Auto Paper which is acceptable listed on Exhibit "B" attached hereto (the "Auto Paper Portfolio"), and all instruments, documents, accounts, general intangibles and other collateral (including all proceeds thereof) relating thereto or arising thereunder (collectively, the "Purchased Collateral"), but expressly excluding (i) inventory, (ii) the charged off loans and other assets listed on Exhibit "C" attached hereto and (iii) all instruments, documents, accounts, general intangibles and other collateral (including all proceeds thereof) relating to or arising under such excluded assets (collectively, the "Excluded Collateral"). To the extent there is on deposit in the Dominion Account as of the close of business on the date hereof, any collections with respect to the Auto Paper Portfolio, such collections will be applied to the payment of accrued interest and expenses owing to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower excess thereof shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable Lender to effect transfer thereof to a third party or to otherwise realize upon any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securities. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in the following sentence, upon receipt of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held retained by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in part of the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books, which shall be conclusive evidence of such allocationsPurchased Collateral. (b) Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding Loan or Loans. (c) It is expressly understood and agreed by the parties hereto that any allocation of Collateral to any Loan or liabilities due to any Account pursuant Subject to the terms hereof shall conditions subsequent specified in no way affect Section 4 hereof, and without in any manner releasing Original Borrower from any liability arising out of or in connection with this Agreement and the ability Bill ▇▇ Sale, Lender hereby conditionally releases and discharges Original Borrower from all liability under the Note, the Loan Agreement, Original Borrower's Security Agreement and any other Loan Documents executed by Original Borrower. Lender further releases the Excluded Collateral from any security interest in favor of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default hereunder, regardless Lender. So long as none of the Loan or Account to which such obligation relatesconditions subsequent specified in Section 4 occurs, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect.this Section 2

Transfer of Collateral. 3.1 On The Lead Borrower will, upon the creation of the condominium regime, transfer its ownership interest in the Unit containing the Office Component (a “Property Transfer”) to Fordham Office. Lead Borrower shall only affect such a transfer after Lead Borrower has provided written notice to Administrative Agent that each of the following conditions precedent has been satisfied with respect to such Property Transfer (hereinafter, singly and collectively, the “Property Transfer Conditions”): (1) The Lead Borrower shall have provided Administrative Agent with at least ten (10) Business Days’ notice of the intended Property Transfer; (2) The construction of the Improvements shall have commenced and shall have proceeded in accordance with the terms and conditions hereof to a sufficient stage of completion acceptable to Administrative Agent, in its reasonable discretion; (3) The Borrower shall have executed and delivered, or prior caused the execution and delivery of, any and all easements and any other matters as to which the Unit is either the servient or the dominant estate, that are necessary for the ownership, construction, use or operation of the Improvements; (4) The Borrower and Guarantor shall have executed and delivered to Administrative Agent such instruments, documents, agreements, and certifications as Administrative Agent shall have reasonably requested to effectuate, evidence or confirm the Property Transfer and the Administrative Agent’s rights or remedies under the Loan Documents, including without limitation an amendment to each of the Mortgages, but in no way expanding or modifying the obligations of such Borrower or Guarantor hereunder or under the Loan Documents; (5) Borrower shall have delivered to the receipt of Administrative Agent such documents, instruments, materials and further estoppels and certifications as Administrative Agent shall have determined are reasonably required to approve or consent to, to the Loaned Securitiesextent required, the applicable Property Transfer and any requested endorsement(s) to the Title Policies delivered to Administrative Agent pursuant to Schedule 4 — Part A, Paragraph 10; and (6) Borrower shall transfer to Lender Collateral have paid all costs and expenses incurred by Administrative Agent in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately availableconnection with any Property Transfer, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing Administrative Agent’s reasonable attorneys’ fees and costs. EXECUTED as of the date first written above. LENDER: EUROHYPO AG, NEW YORK BRANCH Name: Title: Name: Title: Address for Notices to Eurohypo AG, New York Branch: Eurohypo AG, New York Branch 1114 Avenue of the A▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Legal Director Telecopier No.: 8▇▇ ▇▇▇ ▇▇▇▇ With copies to: Eurohypo AG, New York Branch 1114 Avenue of the A▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Head of Portfolio Operations Telecopier No.: 8▇▇ ▇▇▇ ▇▇▇▇ R▇▇▇▇▇ & B▇▇▇▇▇▇▇▇▇ LLP Times Square Tower, Suite 2506 Seven Times Square New York, New York 10036 Attention: S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ BORROWER: ACADIA-PA EAST FORDHAM ACQUISITIONS, LLC, a Delaware limited liability company Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President Address for Notices: c/o Acadia Realty Trust 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Telecopier No.: 9▇▇-▇▇▇-▇▇▇▇ FORDHAM PLACE OFFICE, LLC, a Delaware limited liability company Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President Address for Notices: c/o Acadia Realty Trust 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Telecopier No.: 9▇▇-▇▇▇-▇▇▇▇ ADMINISTRATIVE AGENT: EUROHYPO AG, NEW YORK BRANCH, as Administrative Agent Name: Title: Name: Title: Address for Notices to Eurohypo AG, New York Branch: Eurohypo AG, New York Branch 1114 Avenue of the A▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Legal Director Telecopier No.: 8▇▇ ▇▇▇ ▇▇▇▇ With copies to: Eurohypo AG, New York Branch 1114 Avenue of the A▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Head of Portfolio Operations Telecopier No.: 8▇▇ ▇▇▇ ▇▇▇▇ R▇▇▇▇▇ & B▇▇▇▇▇▇▇▇▇ LLP Times Square Tower, Suite 2506 Seven Times Square New York, New York 10036 Attention: S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ PARCEL I — (f/k/a LOT 8, Now Part of LOT 9) ALL THAT CERTAIN piece or parcel of land, together with any documentimprovements thereon situate, lying and being in the Borough of the Bronx, City and State of New York, bounded and described as follows: BEGINNING at a point on the easterly side of W▇▇▇▇▇▇ Avenue (100 feet in width), said point being distant south 08 degrees 26 minutes 11 seconds west, a distance of 254.35 feet from a point formed by the intersection of said easterly side of W▇▇▇▇▇▇ Avenue with the southerly side of East Fordham Road (a/k/a Pelham Avenue variable in width) and to take all other steps as may be required to enable Lender to effect transfer thereof from said point of beginning RUNNING THENCE along the common dividing line between said Lot 8 and Lot 9 south 85 degrees 39 minutes 56 seconds east, a distance of 108.97 feet to a third party point; THENCE along the common dividing line between said Lot 8 and Lot 12 south 04 degrees 33 minutes 31 seconds west, a distance of 24.68 feet to a point; THENCE along the common dividing line between said Lots 8 and Lot 4 (lands now or formerly of Automotive Realty Corporation) north 85 degrees 39 minutes 56 seconds west, a distance of 110.65 feet to otherwise realize upon a point; on the aforementioned easterly side of W▇▇▇▇▇▇ Avenue; THENCE along the easterly side of said W▇▇▇▇▇▇ Avenue, north 08 degrees 26 minutes 11 seconds east, a distance of 24.74 feet to the point or place of BEGINNING. PARCEL II — LOT 9: ALL THAT CERTAIN piece or parcel of land, together with any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided improvements thereon situate, lying and being in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender Borough of the Loaned Securities Bronx, City and State of New York, and as further bounded and described as follows: BEGINNING at a point on termination the easterly side of W▇▇▇▇▇▇ Avenue (100 feet wide), said point being distant south 08 degrees 26 minutes 11 seconds west, a distance of 228.81 feet from a point formed by the intersection of said easterly side of W▇▇▇▇▇▇ Avenue with the southerly side of East Fordham Road (a/k/a Pelham Avenue, variable width) and from said point of beginning; RUNNING THENCE the following two (2) courses along the dividing line between Lot 9 (n/f reputed owner Acadia-PA East Fordham Acquisitions, LLC and Lot 12 (n/f reputed owner Acadia-PA East Fordham Acquisitions, LLC), Block 3033; 1. South 85 degrees 39 minutes 56 seconds east, a distance of 115.24 feet to a point; thence 2. South 03 degrees 58 minutes 56 seconds west, a distance of 25.48 feet to a point; thence 3. Along the common dividing line between the aforementioned L▇▇ ▇ ▇▇▇ ▇▇▇▇ ▇▇ & ▇ (▇/▇ ▇▇▇▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Acquisitions LLC), Block 3033 north 85 degrees 39 minutes 56 seconds west, a distance of 117.22 feet to a point on the aforementioned easterly side of W▇▇▇▇▇▇ Avenue; thence 4. Along said easterly side of W▇▇▇▇▇▇ Avenue, north 08 degrees 26 minutes 11 seconds east, a distance of 25.54 feet to the point or place of BEGINNING. This description is prepared in accordance with a Survey made by Control Point Associates Inc. dated 8/30/07 and last revised 9/18/07 by G▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ NY P.L.S. (Control Point Associates Inc.) PARCEL III — LOT 12: ALL THAT CERTAIN plot, piece or parcel of land, together with any improvements thereon situate, situate, lying and being in the Borough and County of Bronx, City and State of New York, bounded and described as follows: BEGINNING at a point formed by the intersection of the Loan. 3.6 Ifeasterly side of W▇▇▇▇▇▇ Avenue (100 feet wide) with the southerly side of East Fordham Road (A.K.A. Pelham Avenue, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral Variable Width) and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return from said point of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securitiesbeginning. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in RUNNING THENCE the following sentencethree (3) courses along said southerly side of East Fordham Road; 1. South 84 degrees 34 minutes 46 seconds east, upon receipt a distance of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect 43.27 feet to a Loan in excess point, THENCE 2. South 54 degrees 01 minute 22 seconds east, a distance of the Required Value for such Loan may be held by Lender as collateral security for all Loans made 29.77 feet to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books, which shall be conclusive evidence of such allocations. (b) Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding Loan or Loans. (c) It is expressly understood and agreed by the parties hereto that any allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect.a point; THENCE;