Common use of Substitution Clause in Contracts

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased Securities”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased Securities”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“"New Purchased Securities”") (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased Securities”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at which the exchange is agreed at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and the Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased Securities”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if the Seller so requests and the Buyer so agrees, be varied by the transfer by the Buyer to the Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by the Seller to the Buyer of other Securities of such amount and description as shall be agreed (“‘New Purchased Securities”’) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to the Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d8(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to the Seller. (d) Where either party Party has transferred Margin Securities to the other party Party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 5 request the other party Party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party Party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party Party agrees to the request, the exchange shall be effected, subject to paragraph 6(d8(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) 8.1. A Transaction may at any time between the Purchase Date and Repurchase Date, if the Seller so requests and the Buyer so agrees, be varied by the transfer by the Buyer to the Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by the Seller to the Buyer of other Securities of such amount and description as shall be agreed (“‘New Purchased Securities”’) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to the Seller). (b) 8.2. Any variation under sub paragraph (a) clause 8.1. above shall be effected, subject to paragraph 6(d)clause 6.5., by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) 8.3. A Transaction which is varied under sub paragraph (a) clause 8.1. above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) 8.4. Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph clause 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at which the exchange is agreed at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d)clause 6.5., by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub paragraph clause does not give rise to any net payment of cash by either party to the other. SCHEDULE H: GIVE-UP TRADES 1. This Schedule sets out the basis on which BCS may effect sales or purchases of securities which may be given up to a third party broker nominated by the Client (‘a give-up broker’). 2. The Client may from time to time submit certain orders to BCS which it may identify orders to be given up to a give-up broker. 3. Where BCS fills such orders, BCS may treat the resulting executions as not having been accepted by the Client, but as being available to be given up to the give-up broker. BCS shall nonetheless notify the Client of such executions effected, so that the Client may notify the relevant give-up broker. 4. The give-up broker may then offer to enter into transactions with BCS which may correspond to such executions and BCS may accept such offers and shall deem the give-up to have been effective upon the settlement of such transactions. Any such transactions shall be effected bilaterally between the give-up broker and BCS and not pursuant to the Terms of Business or any other terms or agreements in place between the Client and BCS. 5. At any time prior to such settlement BCS may, in its absolute discretion: (a) settle the relevant order or part thereof into the Client’s account without further reference to the Client, whereupon the Client will be deemed to have accepted the order for its own account; (b) enter into further sale or purchase transactions to offset BCS or Client’s risk in relation to the relevant securities; and/or (c) take any other action BCS may deem necessary to remove or minimize BCS or Client’s risk. 6. BCS may charge fees (at a pre-agreed rate) in respect of settled give-up transactions, for which it may invoice the Client monthly. 7. The Client agrees to indemnify and keep indemnified BCS, its Affiliates and each of their directors, officers, employees, financiers, auditors, partners, agents or advisers in full and immediately on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by BCS or them and arising out of, or in connection with the arrangements set out in this Schedule and in particular any actions BCS may take pursuant to clause 5 above. On termination of this Schedule or the Terms of Business, this clause 7 shall continue in force and effect. SCHEDULE I: COUNTERPARTY DEALS IN SECURITIES OUTSIDE A REGULATED MARKET OR MTF 1. Definitions ‘Buyer’ means for any Transaction, either BCS or the Client acting as buyer of Securities as specified in the related Confirmation;

Substitution. (a) 8.1. A Transaction may at any time between the Purchase Date and Repurchase Date, if the Seller so requests and the Buyer so agrees, be varied by the transfer by the Buyer to the Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by the Seller to the Buyer of other Securities of such amount and description as shall be agreed (“‘New Purchased Securities”’) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to the Seller). (b) 8.2. Any variation under sub paragraph (a) clause 8.1. above shall be effected, subject to paragraph 6(d)clause 6.5., by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) 8.3. A Transaction which is varied under sub paragraph (a) clause 8.1. above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) 8.4. Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph clause 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at which the exchange is agreed at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d)clause 6.5., by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub paragraph clause does not give rise to any net payment of cash by either party to the other. SECTION I: FINANCIAL COLLATERAL ARRANGEMENTS SECTION J: SECURITIES PURCHASE AND SALE OUTSIDE A REGULATED MARKET OR MTF 1. Definitions ‘Buyer’ means for any Transaction, either BCS or the Client acting as buyer of Securities as specified in the related Confirmation;

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased Securities”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.. October 2000 11

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if the Seller so requests and the Buyer so agrees, be varied by the transfer by the Buyer to the Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by the Seller to the Buyer of other Securities of such amount and description as shall be agreed (the “New Purchased Securities”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to the Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d8(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to the Seller. (d) Where either party Party has transferred Margin Securities to the other party Party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party Party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party Party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party Party agrees to the request, the exchange shall be effected, subject to paragraph 6(d8(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased Securities”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at which the exchange is agreed at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub paragraph does not give rise to any net payment of cash by either party to the other.such

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“"New Purchased Securities”") (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.. THE BOND [LOGO] MARKET ASSOCIATION I S M A

Substitution. (a) A Transaction may at any time between the Purchase Date and the Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased Securities”"NEW PURCHASED SECURITIES") (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New November 1995 9 Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent Subject to the Purchased Securitiesterms and conditions set forth in this Section 2.3, so long as no Event of Default or material monetary Default is then continuing, the Obligors may, from time to time, replace Properties (individually, a "Replaced Property" and collectively, the "Replaced Properties") which in the aggregate (taking into account all such replacements during the term of the Purchased Securities as shall be agreedLoan) have initial Allocated Loan Amounts not exceeding 30% of the Aggregate Loan Amount with Qualified Substitute Properties (a "Property Substitution"), provided, in exchange for the transfer by Seller case of each Property Substitution, the following conditions are met: (i) all conditions described in Section 8.2 shall have been satisfied with respect to Buyer of other Securities of such amount and description as shall be agreed each Qualified Substitute Property; 41 (“New Purchased Securities”ii) (being Securities having a Market Value at the date of the variation Property Substitution shall not occur within the 12 month period immediately prior to the Payment Date in April 2006, the Seven-Year Loan Maturity Date or the Ten-Year Maturity Date; (iii) the sum of the current market values of the proposed Qualified Substitute Properties shall equal or exceed the greater of (x) the sum of the Initial Values of the corresponding Replaced Properties and (y) the sum of the current market values of such Replaced Properties (in each case, current market value shall be determined based on an actual arms-length purchase price, taking into account all agreements between the parties, payable at least a closing on a purchase or sale of the applicable Property by an Obligor of the applicable property or pursuant to a purchase contract that is executed no earlier than six months prior to the date of the proposed Property Substitution, or, if no such purchase price exists or if an Obligor so elects, based on an Appraisal dated no earlier than six months prior to the date of the proposed Property Substitution; provided that if such purchase price is an allocated portion of the purchase price for a portfolio of properties, or if such purchase or sale is between affiliates, then Lender shall have the right to require that current market value be based on such an Appraisal); (iv) after giving effect thereto, DSCR for the Fiscal Quarter then most recently ended, recalculated to include only income and expense attributable to the remaining Properties (including the Qualified Substitute Properties, based on operating statements and rent rolls certified as true and correct by an officer of the Obligors), shall not be less than the sum of (x) the applicable Substitution DSCR Threshold plus (y) the applicable Substitution DSCR Improvement; provided, however, notwithstanding anything in this Agreement to the contrary, the Borrowers shall have the right to Defease a portion of any Fixed Rate Loan and/or prepay a portion of the outstanding principal balance of the Floating Rate Loan concurrent with the Property Substitution (causing a recalculation of the DSCR for the Fiscal Quarter) if necessary to satisfy the aforesaid requirement. With respect to any Property Substitution following which the sum of the initial Allocated Loan Amounts of all Qualified Substitute Properties acquired from time to time by the Obligors hereunder would be less than 15% of the Aggregate Loan Amount, the foregoing requirement shall be deemed satisfied if the aggregate Net Operating Income of the proposed Qualified Substitute Properties for the Fiscal Quarter then most recently ended equals or exceeds the greater of (x) 125% of the aggregate Net Operating Income of the applicable Replaced Properties for the Fiscal Quarter most recently ended and (y) 90% of the aggregate Closing Date Net Operating Income of the applicable Replaced Properties; (v) after giving effect thereto, the NOI Concentration Test and the State Concentration Test shall each be satisfied; (vi) after giving effect thereto, the number of individual Properties shall be not less than 80% of an amount equal to (x) the Market Value number of individual Properties on the Closing Date minus (y) the number of Properties theretofore released from the Collateral pursuant to Section 2.2; (vii) no Property shall be released from the Collateral if any Lease at any Property that would remain part of the Equivalent Securities transferred Collateral grants to Sellerthe Tenant thereunder a right to lease space at the Property proposed to be released (unless an agreement is entered into whereby the applicable Obligors shall be able to satisfy the requirements of any such Lease) or if as a result of such release the representations contained in Sections 4.27 and 4.30 would no longer be true in all material respects unless with respect to Section 4.27, the applicable Obligor provides an easement or other agreement to remedy any such misrepresentations or with respect to Section 4.30, all necessary filings have been made in order to obtain a separate tax lot as a matter of right; (viii) each Qualified Substitute Property shall be either (a) an office property or (b) the same asset class (e.g., light industrial/warehouse) as the corresponding Replaced Property; and (ix) the Borrowers shall have paid or reimbursed Lender for all reasonable out-of-pocket costs and expenses actually incurred by Lender in connection with the foregoing (including the reasonable fees and expenses of legal counsel and the Rating Agencies and the reasonable out-of-pocket expenses of the Servicer). (b) Any variation The Obligors must give Lender and each Rating Agency at least 30 days' prior written notice of any Property Substitution under sub paragraph (a) above shall be effected, subject to paragraph 6(dSection 2.3(a), by identifying the simultaneous transfer proposed Replaced Property or Properties, the proposed Qualified Substitute Property or Properties and the proposed date of the Equivalent Securities Property Substitution (which date may be extended by up to 30 days, provided that the Obligors give Lender reasonable prior written notice of the Obligors' requirement to extend the date for such Property Substitution). If such Property Substitution does not occur on such date (as may have been extended), (x) the Obligors' notice will be deemed rescinded, and New Purchased Securities concerned(y) the Borrowers shall on such date pay to Lender all reasonable expenses actually suffered by Lender as a consequence of such rescission. (c) A Transaction which is varied under sub paragraph (a) above shall thereafter continue in effect as though Upon the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead satisfaction of the Securities conditions set forth in respect Section 2.3(a), Lender shall execute instruments prepared by the applicable Obligor and reasonably satisfactory to Lender releasing and discharging each Replaced Property from the Liens of which Equivalent Securities have been transferred to Sellerthe Loan Documents. (d) Where either party has transferred Margin Securities to If the other party it may at any time before Equivalent Margin Securities are transferred to it owner of the Substitute Property is not a current Obligor then such owner must be a Qualified Successor Borrower and must satisfy all of the requirements under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin SecuritiesSection 2.4(a), (b) and (c). If any owner of the other party agrees to Replaced Property no longer owns any Property or Defeasance Collateral, then upon satisfaction of the request, the exchange shall be effected, subject to paragraph 6(dconditions set forth in Section 2.3(a), Lender shall execute instruments prepared by the simultaneous transfer applicable Obligor and reasonably satisfactory to Lender releasing and discharging such Obligor from the Liens of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub paragraph does not give rise to any net payment of cash by either party to the otherLoan Documents.

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“"New Purchased Securities”") (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at which the exchange is agreed at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) 8.1. A Transaction may at any time between the Purchase Date and Repurchase Date, if the Seller so requests and the Buyer so agrees, be varied by the transfer by the Buyer to the Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by the Seller to the Buyer of other Securities of such amount and description as shall be agreed (“‘New Purchased Securities”’) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to the Seller). (b) 8.2. Any variation under sub paragraph (a) subparagraph 8.1. above shall be effected, subject to paragraph 6(d)subparagraph 6.5., by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) 8.3. A Transaction which is varied under sub paragraph (a) subparagraph 8.1. above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) 8.4. Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at which the exchange is agreed at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d)subparagraph 6.5., by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub paragraph subparagraph does not give rise to any net payment of cash by either party to the other. SECTION I: FINANCIAL COLLATERAL ARRANGEMENTS SECTION J: TERMS FOR OTC PURCHASE AND SALE OF NON-RUSSIAN SECURITIES 1. Definitions

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if the Seller so requests and the Buyer so agrees, be varied by the transfer by the Buyer to the Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by the Seller to the Buyer of other Securities of such amount and description as shall be agreed (“‘New Purchased Securities”’) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to the Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d8(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to the Seller. (d) Where either party Party has transferred Margin Securities to the other party Party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party Party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party Party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party Party agrees to the request, the exchange shall be effected, subject to paragraph 6(d8(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“"New Purchased Securities”") (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.. October 2000 - 14 -

Substitution. (a) 8.1. A Transaction may at any time between the Purchase Date and Repurchase Date, if the Seller so requests and the Buyer so agrees, be varied by the transfer by the Buyer to the Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by the Seller to the Buyer of other Securities of such amount and description as shall be agreed (“‘New Purchased Securities”’) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to the Seller). (b) 8.2. Any variation under sub paragraph (a) subparagraph 8.1. above shall be effected, subject to paragraph 6(d)6.4., by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) 8.3. A Transaction which is varied under sub paragraph (a) subparagraph 8.1. above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) 8.4. Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at which the exchange is agreed at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d)6.4., by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub paragraph subparagraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) 8.1. A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“"New Purchased Securities”") (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) 8.2. Any variation under sub sub-paragraph (a) 8.1 above shall be effected, subject to sub-paragraph 6(d)6.4, by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) 8.3. A Transaction which is varied under sub sub-paragraph (a) 8.1 above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) 8.4. Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d)6.4, by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does .' not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agreesagrees and with the concurrence of the Bank, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“"New Purchased Securities”") (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and the Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer Transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased Securities”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller).; (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned.; (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller.; and (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers transfer is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, system as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.

Substitution. (a) A Transaction may at any time between the Purchase Date and the Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased SecuritiesSecurities ”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under sub sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under sub sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub sub-paragraph does not give rise to any net payment of cash by either party to the other.