From: Ada Clapp <I To: Jeffrey E. <jeevacation0„gmail.eoin> - CC: Eileen Alexanderson < Subject: Substitution of Collateral Date: Mon, 23 Jun 2014 21:58:58 +0000 Attachments: Art Collateral_ on Loan _ or _ to be loaned (6.23.14).xls; 2003 Loan_Agreement Provisions-Substitution_ of _ Collateral.pdf Hi Jeffrey, See attached regarding outstanding loans of pledged art. Please note that Section 5.H of the Pledge Agreement provides that the art collateral may be transferred upon not less than 3 business days prior notice to the Bank only in accordance with the provisions of the Loan Documents, including without limitation, Section II.E.1 and of the Loan Agreement. I have attached these provisions for your review. Section of the Loan Agreement provides that on an Adjustment Date (March 1, June 1, September 1 and December 1 prior to the loan termination), Borrowers can request release of specified items of Art Collateral. See details attached. Alternatively, Section 5.1 of the Pledge Agreement provides that each item of Art Collateral must remain in the location listed on Schedule A, provided, however that Art Collateral may be moved within the United States if: a. Narrows gives BAC 10-days prior notice of the move; b. All UCC filings in effect in any state which are required under the Loan Documents were made prior to such relocation; and c. BAC continues to have a valid, legal and perfected first priority interest in the Art following such relocation. Please note, according to Withers, if we notify they bank that we are lending a piece of Art Collateral, the bank will want to add language to the museum loan agreement to the effect that (i) the bank has a security interest in the work, (ii) the museum will provide the bank with a Certificate of insurance listing the bank as loss payee, (iii) the bank must be kept informed of the delivery schedule of the work and the museum must acknowledge receipt of the work to the bank., etc. Please let me have your thoughts on how you wish to proceed. Ada Clapp Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 Direct Dial: 646-589-0303 Fax: 646-589-0330 Email: IRS Circular 230 Disclosure: Pursuant to IRS regulations, I inform you that any tax advice contained in this communication (including attachments) is not intended or written to be used, and cannot be used, by any person or entity for the purposes of (i) avoiding tax related penalties imposed by any governmental tax authority, or (ii) proposing, marketing or recommending to another party any transaction or matter discussed herein. I advise you to consult with an independent tax advisor on your particular tax circumstances. EFTA00991846 This communication and any attachment is for the intended recipient(s) only and may contain information that is privileged, confidential and/or proprietary. If you are not the intended recipient, you are hereby notified that further dissemination of this communication and its attachments is prohibited. Please delete all copies of this communication and its attachments and notify me immediately that you have received them in error. Thank you. EFTA00991847