Common use of Conditions for Release Clause in Contracts

Conditions for Release. (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the deposit) to the Issuer of the property or securities to be so deposited and (B) an Independent Certificate about the same matters, if the fair value to the Issuer of the securities to be so deposited and of other securities withdrawn or released since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities to the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property or securities to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about the same matters, if the fair value of the property or securities to be released and of other property, other than property as contemplated by Section 11.3(d), or securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

Conditions for Release. (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s 's Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the deposit) to the Issuer of the property or securities to be so deposited and (B) an Independent Certificate about the same matters, if the fair value to the Issuer of the securities to be so deposited and of other securities withdrawn or released since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities to the Issuer as stated in the related Officer’s 's Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s 's Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property or securities to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about the same matters, if the fair value of the property or securities to be released and of other property, other than property as contemplated by Section 11.3(d), or securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s 's Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

Conditions for Release. (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the deposit) to the Issuer of the property or securities to be so deposited and (B) an Independent Certificate about the same matters, if the fair value to the Issuer of the securities to be so deposited and of other of securities withdrawn or released since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities to the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property or securities to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about the same matters, if the fair value of the property or securities to be released and of other property, other than property as contemplated by Section 11.3(d), or of securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

Conditions for Release. (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the deposit) to the Issuer of the property or securities to be so deposited and (B) an Independent Certificate about the same matters, if the fair value to the Issuer of the securities to be so deposited and of other securities withdrawn or released since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities to the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property or securities to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about the same matters, if the fair value of the property or securities to be released and of other property, other than property as contemplated by Section 11.3(d11.4(d), or securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

Conditions for Release. (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s 's Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the deposit) to the Issuer of the property or securities to be so deposited and (B) an Independent Certificate about the same matters, if the fair value to the Issuer of the securities to be so deposited and of other securities withdrawn or released since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities to the Issuer as stated in the related Officer’s 's Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s 's Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property or securities to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about the same matters, if the fair value of the property or securities to be released and of other property, other than property as contemplated by Section 11.3(d11.4(d), or securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s 's Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

Conditions for Release. (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the deposit) to the Issuer of the property or securities to be so deposited and (B) an Independent Certificate about the same matters, if the fair value to the Issuer of the securities to be so deposited and of other of securities withdrawn or released since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities to the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property or securities to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about the same matters, if the fair value of the property or securities to be released and of other property, other than property as contemplated by Section 11.3(d11.4(d), or of securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

Conditions for Release. CUSTOMER shall be entitled to receive from ESCROW AGENT and to make limited use as herein provided of a single copy of the Source Code, if (i) Before depositing property or securities with PARADIGM releases the Indenture Trustee that is Source Code to be made the basis for the release other licensees as a matter of any Collateral subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the deposit) to the Issuer of the property or securities to be so deposited and (B) an Independent Certificate about the same matters, if the fair value to the Issuer of the securities to be so deposited and of other securities withdrawn or released since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities to the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. general policy; (ii) Whenever property refuses to offer CUSTOMER error correction services or securities are changes required to comply with federal regulations at PARADIGM's standard rates and on its standard terms and conditions; (iii) PARADIGM becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or has voluntarily wound up or liquidated its business (or that segment of its business pertinent to the License Agreement); or (iv) PARADIGM as a debtor-in possession or a trustee-in-bankruptcy in a case under the United States Bankruptcy Code rejects the License Agreement. Any of the foregoing events is referred to below as a "Release Condition." Upon the happening of any Release Condition, CUSTOMER may at its option give ESCROW AGENT written notice (the "Notice") requesting a copy of the Source Code. The Notice shall (i) be released from labeled "Notice Under Escrow Agreement Dated ," (ii) specify the Lien Release Condition with reference to the applicable section of this IndentureAgreement; (iii) identify (by application name, version number and release date, and any other pertinent information) the computer programs for which Source Code is on deposit and which CUSTOMER desires to have released; and (iv) be given within sixty (60) days of CUSTOMER's knowledge of happening of the applicable Release Condition. Upon receipt of the Notice, ESCROW AGENT shall send a copy to PARADIGM by certified or registered mail, postage prepaid, return receipt requested. If PARADIGM denies or disputes an alleged Release Condition, PARADIGM shall, within fifteen (15) days after the receipt of the copy of the Notice from ESCROW AGENT, deliver to the ESCROW AGENT a statement (the "Statement") identifying its dispute. ESCROW AGENT shall send a copy of the Statement to CUSTOMER by certified or registered mail, return receipt requested, and ESCROW AGENT shall continue to hold the Source Code in accordance with this Escrow Agreement. If ESCROW AGENT does not receive the Statement within the applicable time period, or if ESCROW AGENT is informed in the Statement that PARADIGM's denial of statements in CUSTOMER's Notice does not apply to certain applications or modules, ESCROW AGENT is authorized and directed to deliver a copy of the applicable Source Code to CUSTOMER. Upon delivery to CUSTOMER under any circumstances, the Issuer will furnish Source Code shall become a part of the licensed software (as defined in the License Agreement) and shall be subject to all of the license and confidentiality provisions and obligations set forth in the License Agreement. In the event that PARADIGM delivers the Statement to ESCROW AGENT in the manner and within the time period set forth above, ESCROW AGENT shall not release a copy of the Source Code or any part thereof, to CUSTOMER unless (i) required to do so by order of a court of competent jurisdiction, or (ii) ESCROW AGENT has received written instructions with authorized signatures of both PARADIGM and CUSTOMER requesting release to CUSTOMER. The ESCROW AGENT may withhold release of the Source Code to the Indenture Trustee (A) an Officer’s Certificate stating CUSTOMER if fees or costs owed by the opinion of each Responsible Person signing CUSTOMER to the certificate about the fair value (within 90 days before the release) of the property or securities to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about the same matters, if the fair value of the property or securities to be released and of other property, other than property as contemplated by Section 11.3(d), or securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the NotesESCROW AGENT are unpaid.

Conditions for Release. Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, Adjacent Borrower shall have the right, without the prior consent of Lender and without violating the Loan Documents, to (1) sell one or more portions of the Remaining Adjacent Parcel (each, including the entire Remaining Adjacent Parcel, a “Partial Adjacent Parcel”) either to a bonafide third party purchaser (a “Bonafide Adjacent Parcel Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate Adjacent Parcel Purchaser”; and together with a Bonafide Adjacent Parcel Purchaser, individually, an “Adjacent Parcel Purchaser”), or (2) refinance one or more Partial Adjacent Parcels (each of the foregoing, including a sale or refinancing of the entire Remaining Adjacent Parcel, an “Adjacent Parcel Sale”, it being agreed that, for purposes of this Section 2.5.2, a refinancing of a Partial Adjacent Parcel, including the entire Remaining Adjacent Parcel, shall be treated as an Adjacent Parcel Sale thereof to an Affiliate Adjacent Parcel Purchaser), and obtain a release of such Partial Adjacent Parcel from the Liens of the Mortgage and the other Loan Documents encumbering such Partial Adjacent Parcel, provided that all of the following conditions shall be satisfied with respect to each such Adjacent Parcel Sale: (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject At least ten (10) Business Days prior to the Lien anticipated date of this Indenturesuch Adjacent Parcel Sale, Adjacent Borrower shall have submitted a Sale Request to Lender, specifically identifying and legally describing the Issuer will furnish Partial Adjacent Parcel that Adjacent Borrower intends to sell, which proposed Partial Adjacent Parcel shall, unless it is the Indenture Trustee (A) entire Remaining Adjacent Parcel, be reasonably acceptable to Lender taking into account its potential impact on the value of the remaining portions of the Remaining Adjacent Parcel and the Release Parcel, which Sale Request shall include a copy of the contract of sale relating to such Adjacent Parcel Sale and an Officer’s Certificate stating providing a certification that (A) as of the opinion date of such Sale Request, no monetary Default nor any Event of Default shall have occurred and be continuing, (B) the proposed purchaser is a Bonafide Adjacent Parcel Purchaser or an Affiliate Adjacent Parcel Purchaser, as applicable, and (C) the copy of the contract of sale relating to such Adjacent Parcel Sale attached to such certification is true, correct and complete; (ii) Adjacent Borrower shall have delivered to Lender reasonably detailed information regarding the terms of, and the actual and reasonably anticipated costs and expenses associated with, such Adjacent Parcel Sale in order to enable Lender to reasonably determine the Adjacent Parcel Release Price with respect thereto, all of which shall be certified by Adjacent Borrower to Lender as true, complete and correct; (iii) All accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sum then due hereunder or under any of the other Loan Documents, including, without limitation, any applicable Breakage Costs, shall have been paid in full or shall have been arranged to be paid in full contemporaneously with the closing of such Adjacent Parcel Sale; provided, however, if such Adjacent Parcel Sale closes on a date which is not a Payment Date, Borrowers shall also have paid or shall have arranged to be paid contemporaneously with the closing of such Adjacent Parcel Sale interest on the Adjacent Parcel Release Price to, but not including, the next succeeding ninth (9th) day of a calendar month; (iv) If the closing of such Adjacent Parcel Sale shall occur prior to the Prepayment Fee Release Date, Borrowers shall have paid or shall have arranged to be paid contemporaneously with the closing of such Adjacent Parcel Sale the Prepayment Fee based on the amount of the applicable Adjacent Parcel Release Price; (v) If the Adjacent Parcel Purchaser is a Bonafide Adjacent Parcel Purchaser, in addition to the amounts set forth in the foregoing clauses (iii) and (iv), Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the closing of such Adjacent Parcel Sale, to Lender a release price with respect to the sale of such Partial Adjacent Parcel equal to the greater of the following (whichever of the following subclause (A) or (B) is greater, such Partial Adjacent Parcel’s “Bonafide Adjacent Parcel Release Price”), which Bonafide Adjacent Parcel Release Price shall be applied as contemplated by Section 2.4.3 hereof: (A) (1) the gross sales price for such Partial Adjacent Parcel, less (2) the amount of all reasonable and customary closing costs in connection with such Adjacent Parcel Sale actually paid by any Borrower to any Person who is not a Restricted Party or any Affiliate thereof; provided, however, that in no event shall such closing costs exceed eight percent (8%) of such gross sales price; or (B) one hundred twenty-five percent (125%) of the per acre Allocated Loan Amount for such portion of the Remaining Adjacent Parcel; (vi) If the Adjacent Parcel Purchaser is an Affiliate Adjacent Parcel Purchaser, in addition to the amounts set forth in the foregoing clauses (iii) and (iv), Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the closing of such Adjacent Parcel Sale, to Lender a release price with respect to the sale of such Partial Adjacent Parcel equal to the greater of the following (whichever of the following subclause (A) or (B) is greater, the “Affiliate Adjacent Parcel Release Price”; and whichever of the Bonafide Adjacent Parcel Release Price or the Affiliate Adjacent Parcel Release Price shall be applicable in any instance, the “Adjacent Parcel Release Price”), which Affiliate Adjacent Parcel Release Price shall be applied as contemplated by Section 2.4.3 hereof: (A) Eighty-five percent (85%) of the Appraised Value of such Partial Adjacent Parcel; or (B) one hundred twenty-five percent (125%) of the per acre Allocated Loan Amount for such portion of the Remaining Adjacent Parcel; (vii) If the Adjacent Parcel Purchaser is an Affiliate Adjacent Parcel Purchaser, simultaneously with the closing of such Adjacent Parcel Sale, (A) if such Adjacent Parcel Purchaser is a Joint Venture, at Lender’s election, the ownership interest(s) of any Affiliate Joint Venture Counterparty shall be pledged to Lender as additional collateral for the Obligations, which pledge shall constitute a first priority Lien thereon, and Borrowers shall have (1) obtained the consent of each Responsible Person signing Unaffiliated Joint Venture Counterparty to such pledge, and (2) executed and delivered, and caused any such Affiliate Joint Venture Counterparty and Unaffiliated Joint Venture Counterparty to execute and deliver, such documents and instruments, and taken such further actions, and caused any such Affiliate Joint Venture Counterparty and Unaffiliated Joint Venture Counterparty to take any such further actions, as reasonably requested by Lender to evidence, secure and perfect such pledge of the certificate about ownership interest(s) of any Affiliate Joint Venture Counterparty, or (B) if such Adjacent Parcel Purchaser is an Affiliate Adjacent Parcel Purchaser of any kind, whether or not a Joint Venture, at Lender’s election, which in the fair value case of an Adjacent Parcel Purchaser who is a Joint Venture, would be in lieu of the foregoing clause (within 90 days before A), a security interest in any future sales proceeds from the depositsale of such Partial Adjacent Parcel shall be pledged to Lender as additional collateral for the Obligations, which pledge shall constitute a first priority Lien thereon, and Borrowers shall have executed such documents and instruments, and taken such further actions, as reasonably requested by Lender to evidence, secure and perfect such pledge; provided, however, that in the case of either clause (A) or clause (B) above, such pledge (y) shall not prohibit, or require Lender’s consent to, a subsequent sale by the Adjacent Parcel Purchaser of such Partial Adjacent Parcel, but shall only require that the net proceeds of any such subsequent sale which are payable to such Adjacent Parcel Purchaser be delivered to Lender and be used as a prepayment of the Loan pursuant to the Issuer same terms and conditions as governed the payment of the property Adjacent Parcel Release Price that was paid in connection with such Partial Adjacent Parcel (it being understood that any such net proceeds of any such subsequent sale shall be deemed a part of the previously-paid Adjacent Parcel Release Price for such Partial Adjacent Parcel for all purposes under this Agreement), and (z) shall terminate upon the earlier of (I) one (1) year from the date of such Partial Adjacent Sale or securities (II) the repayment in full of the Debt; (viii) If the Adjacent Parcel Purchaser is a Bonafide Adjacent Parcel Purchaser, if such Bonafide Adjacent Parcel Purchaser finances such Adjacent Parcel Sale, Borrowers shall have caused such Bonafide Adjacent Parcel Purchaser to provide to Credit Suisse (whether or not Credit Suisse or any Affiliate thereof is then “Lender” under this Agreement and the other Loan Documents), and such Bonafide Adjacent Parcel Purchaser shall have complied with the terms of, a right of first offer with respect to such financing, such right to be so deposited on the same terms and conditions as are set forth in Article XIII hereof (except only with respect to the particular Adjacent Parcel Sale and not with respect to a total Refinancing Loan); (ix) If the Adjacent Parcel Purchaser is an Affiliate Adjacent Parcel Purchaser, if such Affiliate Adjacent Parcel Purchaser finances such Adjacent Parcel Sale, Borrowers shall have caused such Affiliate Adjacent Parcel Purchaser to provide to Credit Suisse (whether or not Credit Suisse or any Affiliate thereof is then “Lender” under this Agreement and the other Loan Documents), and such Affiliate Adjacent Parcel Purchaser shall have complied with the terms of, (A) a right of first offer with respect to such financing, such right to be on the same terms and conditions as are set forth in Schedule XVII attached hereto and made a part hereof, and (B) an Independent Certificate about a right of last look with respect to such financing, such right to be on the same matters, if the fair value to the Issuer terms and conditions as are set forth in Schedule XVIII attached hereto and made a part hereof; (x) Borrowers shall have paid all of the securities to be so deposited actual out-of-pocket reasonable third party legal fees and of other securities withdrawn or released since the start of the thenactual out-current year, as stated of-pocket reasonable third party expenses incurred by Lender in the certificates required by clause connection with (A) reviewing and this clause processing any Sale Request with respect to an Adjacent Parcel Sale, whether or not the Adjacent Parcel Sale which is the subject of a Sale Request actually closes, (B) the satisfaction of any of the conditions set forth in this Section 2.5.2(a), is 10% or more and (C) providing all release documents in connection with any Adjacent Parcel Sale as provided in Section 2.5.2(d) hereof; (xi) No monetary Default nor any Event of Default shall have occurred and be continuing at the time of the Note Balance submission by Adjacent Borrower of a Sale Request or at the time of the Notes Outstandingclosing of such Adjacent Parcel Sale; (xii) After giving effect to the sale and release of such Partial Adjacent Parcel, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value then remaining portions of the property or securities to Release Parcel and the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer Remaining Adjacent Parcel will furnish to the Indenture Trustee each (A) an Officer’s Certificate stating comply, in all material respects, with all zoning ordinances, including, without limitation, those related to parking, lot size and density, (B) constitute one or more separate tax parcels, and not be subject to any lien for taxes due or not yet due attributable to such Partial Adjacent Parcel, and (C) comply, in all material respects, with all applicable Legal Requirements, including, without limitation, those relating to land use and certificates of occupancy, except to the opinion extent of any legal non-conforming use permitted as of the Closing Date; (xiii) Adjacent Borrower shall have certified to Lender that, with respect to the then remaining portions of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property Release Parcel and the Remaining Adjacent Parcel, it continues to have or securities has obtained through one or more reciprocal easement or other agreements approved by Lender in its reasonable judgment, substantially the same (A) access for all of the Improvements on such remaining portions of each of the Release Parcel and the Remaining Adjacent Parcel to be released parking, vehicular and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture pedestrian ingress and egress from public roads and common areas, and (B) an Independent Certificate about the same matters, if the fair value utility services in all of the property or securities to be released and Improvements on such remaining portions of other property, other than property as contemplated by Section 11.3(d), or securities released from the Lien of this Indenture since the start each of the Release Parcel and the Remaining Adjacent Parcel, in each instance as exists as of the date immediately preceding such Adjacent Parcel Sale, it being agreed that Lender will subordinate the lien of the Mortgage to any such reciprocal easement agreement or other agreement approved by Lender in its reasonable judgment; (xiv) Borrowers shall deliver to Lender, at Borrowers’ sole cost and expense, new or updated ALTA/ASCM surveys of the remaining portion of the Remaining Adjacent Parcel and such Partial Adjacent Parcel, which surveys shall substantially conform to Lender’s then-current yearrequirements for surveys to be delivered in connection with its loans; (xv) The Title Company shall issue an endorsement to the Title Insurance Policy regarding the validity of Lender’s lien on the remaining portion of the Remaining Adjacent Parcel after such Adjacent Parcel Sale and any other endorsements reasonably requested by Lender in connection with such Adjacent Parcel Sale; (xvi) If a Securitization has occurred and the Adjacent Parcel Sale covers less than the entire Remaining Adjacent Parcel, as stated in Borrowers shall have provided to Lender an opinion letter from counsel reasonably satisfactory to Lender confirming that such Adjacent Parcel Sale shall not constitute a “significant modification” of the certificates required by clause Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury or would otherwise violate any of the REMIC Requirements, and Lender shall not otherwise have any reasonable belief (based on an opinion of counsel or a certified public accountant) that such Adjacent Parcel Sale will constitute such a “significant modification” or otherwise violate such REMIC Requirements; (xvii) Such Adjacent Parcel Sale shall not occur until either (A) and this clause Borrowers shall have delivered the Relinquishment Notice, or (B)) the Qualification Conditions have not been satisfied on or prior to the Construction Qualification Date; (xviii) Borrowers shall have paid the Non-Qualified Mandatory Prepayment or shall have delivered a Non-Qualified Prepayment Letter of Credit in lieu thereof, is 10% in either instance, on or more of before the Note Balance of date required under, and otherwise in accordance with the Notes Outstandingterms of, except that an Independent Certificate need not be furnished for Section 2.4.2(c) hereof; and (xix) Borrowers shall have delivered to Lender (A) any amendments to the Loan Documents deemed reasonably necessary by Lender in order to effectuate the release of property or securities if such Partial Adjacent Parcel and/or to continue to retain all of its rights in the fair value remaining portion of Remaining Adjacent Parcel and/or the Release Parcel, and (B) all documents and information reasonably requested by Lender in order to verify the satisfaction of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notesforegoing conditions.

Conditions for Release. (i) Before depositing cash or property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral property subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before of the deposit) to the Issuer of the cash or property or securities to be so deposited and (B) an Independent Certificate about the same matters, if the fair value to the Issuer of the securities to be so deposited and of other of securities withdrawn or released since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities to the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before of the release) of the property or securities proposed to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about the same matters, if the fair value of the property or securities to be released and of other property, other than property as contemplated by Section 11.3(d11.4(d), or securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

Conditions for Release. Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, Adjacent Borrower shall have the right, without the prior consent of Lender and without violating the Loan Documents, to (1) sell one or more portions of the Remaining Adjacent Parcel (each, including the entire Remaining Adjacent Parcel, a “Partial Adjacent Parcel”) either to a bonafide third party purchaser (a “Bonafide Adjacent Parcel Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate Adjacent Parcel Purchaser”; and together with a Bonafide Adjacent Parcel Purchaser, individually, an “Adjacent Parcel Purchaser”), or (2) refinance one or more Partial Adjacent Parcels (each of the foregoing, including a sale or refinancing of the entire Remaining Adjacent Parcel, an “Adjacent Parcel Sale”, it being agreed that, for purposes of this Section 2.5.2, a refinancing of a Partial Adjacent Parcel, including the entire Remaining Adjacent Parcel, shall be treated as an Adjacent Parcel Sale thereof to an Affiliate Adjacent Parcel Purchaser), and obtain a release of such Partial Adjacent Parcel from the Liens of the Mortgage and the other Loan Documents encumbering such Partial Adjacent Parcel, provided that all of the following conditions shall be satisfied with respect to each such Adjacent Parcel Sale: (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject At least ten (10) Business Days prior to the Lien anticipated date of this Indenturesuch Adjacent Parcel Sale, Adjacent Borrower shall have submitted a Sale Request to Lender, specifically identifying and legally describing the Issuer will furnish Partial Adjacent Parcel that Adjacent Borrower intends to sell, which proposed Partial Adjacent Parcel shall, unless it is the Indenture Trustee (A) entire Remaining Adjacent Parcel, be reasonably acceptable to Lender taking into account its potential impact on the value of the remaining portions of the Remaining Adjacent Parcel and the Release Parcel, which Sale Request shall include a copy of the contract of sale relating to such Adjacent Parcel Sale and an Officer’s Certificate stating providing a certification that (A) as of the opinion date of such Sale Request, no monetary Default, monetary First Mezzanine Default, monetary Second Mezzanine Default or monetary Third Mezzanine Default, and no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default, shall have occurred and be continuing, (B) the proposed purchaser is a Bonafide Adjacent Parcel Purchaser or an Affiliate Adjacent Parcel Purchaser, as applicable, and (C) the copy of the contract of sale relating to such Adjacent Parcel Sale attached to such certification is true, correct and complete; (ii) Adjacent Borrower shall have delivered to Lender reasonably detailed information regarding the terms of, and the actual and reasonably anticipated costs and expenses associated with, such Adjacent Parcel Sale in order to enable Lender to reasonably determine the Adjacent Parcel Release Price with respect thereto, all of which shall be certified by Adjacent Borrower to Lender as true, complete and correct; (iii) All accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Reduced Acquisition Loan and/or the Construction Loan and/or the First Mezzanine Loan and/or the Second Mezzanine Loan and/or the Third Mezzanine Loan and any other sum then due hereunder or under any of the other Loan Documents and/or under any of the First Mezzanine Loan Documents and/or under any of the Second Mezzanine Loan Documents and/or under any of the Third Mezzanine Loan Documents, including, without limitation, any applicable Breakage Costs, shall have been paid in full or shall have been arranged to be paid in full contemporaneously with the closing of such Adjacent Parcel Sale; provided, however, if such Adjacent Parcel Sale closes on a date which is not a Payment Date, Borrowers shall also have paid or shall have arranged to be paid contemporaneously with the closing of such Adjacent Parcel Sale interest on the Adjacent Parcel Release Price to, but not including, the next succeeding ninth (9th) day of a calendar month; (iv) If the closing of such Adjacent Parcel Sale shall occur prior to the Prepayment Fee Release Date, Borrowers shall have paid or shall have arranged to be paid contemporaneously with the closing of such Adjacent Parcel Sale the Prepayment Fee based on the amount of the applicable Adjacent Parcel Release Price; (v) If the Adjacent Parcel Purchaser is a Bonafide Adjacent Parcel Purchaser, in addition to the amounts set forth in the foregoing clauses (iii) and (iv), Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the closing of such Adjacent Parcel Sale, to Lender a release price with respect to the sale of such Partial Adjacent Parcel equal to the greater of the following (whichever of the following subclause (A) or (B) is greater, such Partial Adjacent Parcel’s “Bonafide Adjacent Parcel Release Price”), which Bonafide Adjacent Parcel Release Price shall be applied as contemplated by Section 2.4.3 hereof: (A) (1) the gross sales price for such Partial Adjacent Parcel, less (2) the amount of all reasonable and customary closing costs in connection with such Adjacent Parcel Sale actually paid by any Borrower to any Person who is not a Restricted Party or any Affiliate thereof; provided, however, that in no event shall such closing costs exceed eight percent (8%) of such gross sales price; or (B) one hundred twenty-five percent (125%) of the per acre Allocated Loan Amount for such portion of the Remaining Adjacent Parcel; (vi) If the Adjacent Parcel Purchaser is an Affiliate Adjacent Parcel Purchaser, in addition to the amounts set forth in the foregoing clauses (iii) and (iv), Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the closing of such Adjacent Parcel Sale, to Lender a release price with respect to the sale of such Partial Adjacent Parcel equal to the greater of the following (whichever of the following subclause (A) or (B) is greater, the “Affiliate Adjacent Parcel Release Price”; and whichever of the Bonafide Adjacent Parcel Release Price or the Affiliate Adjacent Parcel Release Price shall be applicable in any instance, the “Adjacent Parcel Release Price”), which Affiliate Adjacent Parcel Release Price shall be applied as contemplated by Section 2.4.3 hereof: (A) Eighty-five percent (85%) of the Appraised Value of such Partial Adjacent Parcel; or (B) one hundred twenty-five percent (125%) of the per acre Allocated Loan Amount for such portion of the Remaining Adjacent Parcel; (vii) If the Adjacent Parcel Purchaser is an Affiliate Adjacent Parcel Purchaser, simultaneously with the closing of such Adjacent Parcel Sale, (A) if such Adjacent Parcel Purchaser is a Joint Venture, at Lender’s election, the ownership interest(s) of any Affiliate Joint Venture Counterparty shall be pledged to Lender as additional collateral for the Obligations, which pledge shall constitute a first priority Lien thereon, and Borrowers shall have (1) obtained the consent of each Responsible Person signing Unaffiliated Joint Venture Counterparty to such pledge, and (2) executed and delivered, and caused any such Affiliate Joint Venture Counterparty and Unaffiliated Joint Venture Counterparty to execute and deliver, such documents and instruments, and taken such further actions, and caused any such Affiliate Joint Venture Counterparty and Unaffiliated Joint Venture Counterparty to take any such further actions, as reasonably requested by Lender to evidence, secure and perfect such pledge of the certificate about ownership interest(s) of any Affiliate Joint Venture Counterparty, or (B) if such Adjacent Parcel Purchaser is an Affiliate Adjacent Parcel Purchaser of any kind, whether or not a Joint Venture, at Lender’s election, which in the fair value case of an Adjacent Parcel Purchaser who is a Joint Venture, would be in lieu of the foregoing clause (within 90 days before A), a security interest in any future sales proceeds from the depositsale of such Partial Adjacent Parcel shall be pledged to Lender as additional collateral for the Obligations, which pledge shall constitute a first priority Lien thereon, and Borrowers shall have executed such documents and instruments, and taken such further actions, as reasonably requested by Lender to evidence, secure and perfect such pledge; provided, however, that in the case of either clause (A) or clause (B) above, such pledge (y) shall not prohibit, or require Lender’s consent to, a subsequent sale by the Adjacent Parcel Purchaser of such Partial Adjacent Parcel, but shall only require that the net proceeds of any such subsequent sale which are payable to such Adjacent Parcel Purchaser be delivered to Lender and be used as a prepayment of the Loan pursuant to the Issuer same terms and conditions as governed the payment of the property Adjacent Parcel Release Price that was paid in connection with such Partial Adjacent Parcel (it being understood that any such net proceeds of any such subsequent sale shall be deemed a part of the previously-paid Adjacent Parcel Release Price for such Partial Adjacent Parcel for all purposes under this Agreement), and (z) shall terminate upon the earlier of (I) one (1) year from the date of such Partial Adjacent Sale or securities (II) the repayment in full of the Debt; (viii) If the Adjacent Parcel Purchaser is a Bonafide Adjacent Parcel Purchaser, if such Bonafide Adjacent Parcel Purchaser finances such Adjacent Parcel Sale, Borrowers shall have caused such Bonafide Adjacent Parcel Purchaser to provide to Credit Suisse (whether or not Credit Suisse or any Affiliate thereof is then “Lender” under this Agreement and the other Loan Documents), and such Bonafide Adjacent Parcel Purchaser shall have complied with the terms of, a right of first offer with respect to such financing, such right to be so deposited on the same terms and conditions as are set forth in Article XIII hereof (except only with respect to the particular Adjacent Parcel Sale and not with respect to a total Refinancing Loan); (ix) If the Adjacent Parcel Purchaser is an Affiliate Adjacent Parcel Purchaser, if such Affiliate Adjacent Parcel Purchaser finances such Adjacent Parcel Sale, Borrowers shall have caused such Affiliate Adjacent Parcel Purchaser to provide to Credit Suisse (whether or not Credit Suisse or any Affiliate thereof is then “Lender” under this Agreement and the other Loan Documents), and such Affiliate Adjacent Parcel Purchaser shall have complied with the terms of, (A) a right of first offer with respect to such financing, such right to be on the same terms and conditions as are set forth in Schedule XVII attached hereto and made a part hereof, and (B) an Independent Certificate about a right of last look with respect to such financing, such right to be on the same matters, if the fair value to the Issuer terms and conditions as are set forth in Schedule XVIII attached hereto and made a part hereof; (x) Borrowers shall have paid all of the securities to be so deposited actual out-of-pocket reasonable third party legal fees and of other securities withdrawn or released since the start of the thenactual out-current year, as stated of-pocket reasonable third party expenses incurred by Lender in the certificates required by clause connection with (A) reviewing and this clause processing any Sale Request with respect to an Adjacent Parcel Sale, whether or not the Adjacent Parcel Sale which is the subject of a Sale Request actually closes, (B) the satisfaction of any of the conditions set forth in this Section 2.5.2(a), is 10% and (C) providing all release documents in connection with any Adjacent Parcel Sale as provided in Section 2.5.2(d) hereof; (xi) No monetary Default, monetary First Mezzanine Default, monetary Second Mezzanine Default or more monetary Third Mezzanine Default, and no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default, shall have occurred and be continuing at the time of the Note Balance submission by Adjacent Borrower of a Sale Request or at the time of the Notes Outstandingclosing of such Adjacent Parcel Sale; (xii) After giving effect to the sale and release of such Partial Adjacent Parcel, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value then remaining portions of the property or securities to Release Parcel and the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer Remaining Adjacent Parcel will furnish to the Indenture Trustee each (A) an Officer’s Certificate stating comply, in all material respects, with all zoning ordinances, including, without limitation, those related to parking, lot size and density, (B) constitute one or more separate tax parcels, and not be subject to any lien for taxes due or not yet due attributable to such Partial Adjacent Parcel, and (C) comply, in all material respects, with all applicable Legal Requirements, including, without limitation, those relating to land use and certificates of occupancy, except to the opinion extent of any legal non-conforming use permitted as of the Closing Date; (xiii) Adjacent Borrower shall have certified to Lender that, with respect to the then remaining portions of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property Release Parcel and the Remaining Adjacent Parcel, it continues to have or securities has obtained through one or more reciprocal easement or other agreements approved by Lender in its reasonable judgment, substantially the same (A) access for all of the Improvements on such remaining portions of each of the Release Parcel and the Remaining Adjacent Parcel to be released parking, vehicular and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture pedestrian ingress and egress from public roads and common areas, and (B) an Independent Certificate about the same matters, if the fair value utility services in all of the property or securities to be released and Improvements on such remaining portions of other property, other than property as contemplated by Section 11.3(d), or securities released from the Lien of this Indenture since the start each of the Release Parcel and the Remaining Adjacent Parcel, in each instance as exists as of the date immediately preceding such Adjacent Parcel Sale, it being agreed that Lender will subordinate the lien of the Mortgage to any such reciprocal easement agreement or other agreement approved by Lender in its reasonable judgment; (xiv) Borrowers shall deliver to Lender, at Borrowers’ sole cost and expense, new or updated ALTA/ASCM surveys of the remaining portion of the Remaining Adjacent Parcel and such Partial Adjacent Parcel, which surveys shall substantially conform to Lender’s then-current yearrequirements for surveys to be delivered in connection with its loans; (xv) The Title Company shall issue an endorsement to the Title Insurance Policy regarding the validity of Lender’s lien on the remaining portion of the Remaining Adjacent Parcel after such Adjacent Parcel Sale and any other endorsements reasonably requested by Lender in connection with such Adjacent Parcel Sale; (xvi) If a Securitization has occurred and the Adjacent Parcel Sale covers less than the entire Remaining Adjacent Parcel, as stated in Borrowers shall have provided to Lender an opinion letter from counsel reasonably satisfactory to Lender confirming that such Adjacent Parcel Sale shall not constitute a “significant modification” of the certificates required by clause Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury or would otherwise violate any of the REMIC Requirements, and Lender shall not otherwise have any reasonable belief (based on an opinion of counsel or a certified public accountant) that such Adjacent Parcel Sale will constitute such a “significant modification” or otherwise violate such REMIC Requirements; (xvii) Such Adjacent Parcel Sale shall not occur until either (A) and this clause Borrowers shall have delivered the Relinquishment Notice, or (B)) the Qualification Conditions have not been satisfied on or prior to the Construction Qualification Date; (xviii) Borrowers shall have paid the Non-Qualified Mandatory Prepayment or shall have delivered a Non-Qualified Prepayment Letter of Credit in lieu thereof, is 10% in either instance, on or more of before the Note Balance of date required under, and otherwise in accordance with the Notes Outstandingterms of, except that an Independent Certificate need not be furnished for Section 2.4.2(c) hereof; and (xix) Borrowers shall have delivered to Lender (A) any amendments to the Loan Documents deemed reasonably necessary by Lender in order to effectuate the release of property or securities if such Partial Adjacent Parcel and/or to continue to retain all of its rights in the fair value remaining portion of Remaining Adjacent Parcel and/or the Release Parcel, and (B) all documents and information reasonably requested by Lender in order to verify the satisfaction of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notesforegoing conditions.

Conditions for Release. Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, Adjacent Borrower shall have the right, without the prior consent of Lender and without violating the Loan Documents, to (1) sell one or more portions of the Adjacent Property (each, including the entire Adjacent Property, a “Partial Release Parcel”) either to a bonafide third party purchaser (a “Bonafide Release Parcel Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate Release Parcel Purchaser”; and together with a Bonafide Release Parcel Purchaser, individually, a “Release Parcel Purchaser”), or (2) refinance one or more Partial Release Parcels (each of the foregoing, including a sale or refinancing of the entire Adjacent Property, a “Release Parcel Sale”, it being agreed that, for purposes of this Section 2.5.1, a refinancing of a Partial Release Parcel, including the entire Adjacent Property, shall be treated as a Release Parcel Sale thereof to an Affiliate Release Parcel Purchaser), and obtain a release of such Partial Release Parcel from the Liens of the Mortgage and the other Loan Documents encumbering such Partial Release Parcel, provided that all of the following conditions shall be satisfied with respect to each such Release Parcel Sale: (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject At least ten (10) Business Days prior to the Lien anticipated date of this Indenturesuch Release Parcel Sale, Adjacent Borrower shall have submitted to Lender a written request for release (a “Sale Request”), specifically identifying and legally describing the Issuer will furnish Partial Release Parcel that Adjacent Borrower intends to sell, which proposed Partial Release Parcel shall, unless it is the Indenture Trustee (A) entire Adjacent Property, be reasonably acceptable to Lender taking into account its potential impact on the value of the Remaining Adjacent Property, which Sale Request shall include a copy of the contract of sale relating to such Release Parcel Sale and an Officer’s Certificate stating providing a certification that (A) as of the opinion date of such Sale Request, no monetary Default, monetary First Mezzanine Default, monetary Second Mezzanine Default or monetary Third Mezzanine Default, and no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default, shall have occurred and be continuing, (B) the proposed purchaser is a Bonafide Release Parcel Purchaser or an Affiliate Release Parcel Purchaser, as applicable, and (C) the copy of the contract of sale relating to such Release Parcel Sale attached to such certification is true, correct and complete; (ii) Adjacent Borrower shall have delivered to Lender reasonably detailed information regarding the terms of, and the actual and reasonably anticipated costs and expenses associated with, such Release Parcel Sale in order to enable Lender to reasonably determine the Release Parcel Release Price with respect thereto, all of which shall be certified by Adjacent Borrower to Lender as true, complete and correct; (iii) All accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Reduced Acquisition Loan and/or the Construction Loan and/or the First Mezzanine Loan and/or the Second Mezzanine Loan and/or the Third Mezzanine Loan and any other sum then due hereunder or under any of the other Loan Documents and/or under any of the First Mezzanine Loan Documents and/or under any of the Second Mezzanine Loan Documents and/or under any of the Third Mezzanine Loan Documents, including, without limitation, the Exit Fee and any applicable Breakage Costs, shall have been paid in full or shall have been arranged to be paid in full contemporaneously with the closing of such Release Parcel Sale; provided, however, if such Release Parcel Sale closes on a date which is not a Payment Date, Borrowers shall also have paid or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale interest on the Release Parcel Release Price to, but not including, the next succeeding first (1st) day of a calendar month; (iv) Intentionally Deleted; (v) If the Release Parcel Purchaser is a Bonafide Release Parcel Purchaser, in addition to the amounts set forth in the foregoing clause (iii), Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale, to Lender a release price with respect to the sale of such Partial Release Parcel equal to the greater of the following (whichever of the following subclause (A) or (B) is greater, such Partial Release Parcel’s “Bonafide Release Parcel Release Price”), which Bonafide Release Parcel Release Price shall be applied as contemplated by Section 2.4.3 hereof: (A) (1) the gross sales price for such Partial Release Parcel, less (2) the amount of all reasonable and customary closing costs in connection with such Release Parcel Sale actually paid by any Borrower to any Person who is not a Restricted Party or any Affiliate thereof; provided, however, that in no event shall such closing costs exceed eight percent (8%) of such gross sales price; or (B) one hundred twenty-five percent (125%) of the per acre Allocated Loan Amount for such portion of the Adjacent Property; (vi) If the Release Parcel Purchaser is an Affiliate Release Parcel Purchaser, in addition to the amounts set forth in the foregoing clause (iii), Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale, to Lender a release price with respect to the sale of such Partial Release Parcel equal to the greater of the following (whichever of the following subclause (A) or (B) is greater, the “Affiliate Release Parcel Release Price”; and whichever of the Bonafide Release Parcel Release Price or the Affiliate Release Parcel Release Price shall be applicable in any instance, the “Release Parcel Release Price”), which Affiliate Release Parcel Release Price shall be applied as contemplated by Section 2.4.3 hereof: (A) Eighty-five percent (85%) of the Appraised Value of such Partial Release Parcel; or (B) one hundred twenty-five percent (125%) of the per acre Allocated Loan Amount for such portion of the Adjacent Property; (vii) If the Release Parcel Purchaser is an Affiliate Release Parcel Purchaser, simultaneously with the closing of such Release Parcel Sale, (A) if such Release Parcel Purchaser is a Joint Venture, at Lender’s election, the ownership interest(s) of any Affiliate Joint Venture Counterparty shall be pledged to Lender as additional collateral for the Obligations, which pledge shall constitute a first priority Lien thereon, and Borrowers shall have (1) obtained the consent of each Responsible Person signing Unaffiliated Joint Venture Counterparty to such pledge, and (2) executed and delivered, and caused any such Affiliate Joint Venture Counterparty and Unaffiliated Joint Venture Counterparty to execute and deliver, such documents and instruments, and taken such further actions, and caused any such Affiliate Joint Venture Counterparty and Unaffiliated Joint Venture Counterparty to take any such further actions, as reasonably requested by Lender to evidence, secure and perfect such pledge of the certificate about ownership interest(s) of any Affiliate Joint Venture Counterparty, or (B) if such Release Parcel Purchaser is an Affiliate Release Parcel Purchaser of any kind, whether or not a Joint Venture, at Lender’s election, which in the fair value case of a Release Parcel Purchaser who is a Joint Venture, would be in lieu of the foregoing clause (within 90 days before A), a security interest in any future sales proceeds from the depositsale of such Partial Release Parcel shall be pledged to Lender as additional collateral for the Obligations, which pledge shall constitute a first priority Lien thereon, and Borrowers shall have executed such documents and instruments, and taken such further actions, as reasonably requested by Lender to evidence, secure and perfect such pledge; provided, however, that in the case of either clause (A) or clause (B) above, such pledge (y) shall not prohibit, or require Lender’s consent to, a subsequent sale by the Release Parcel Purchaser of such Partial Release Parcel, but shall only require that the net proceeds of any such subsequent sale, which are payable to such Release Parcel Purchaser be delivered to Lender and be used as a prepayment of the Loan pursuant to the Issuer same terms and conditions as governed the payment of the property Release Parcel Release Price that was paid in connection with such Partial Release Parcel (it being understood that any such net proceeds of any such subsequent sale shall be deemed a part of the previously-paid Release Parcel Release Price for such Partial Release Parcel for all purposes under this Agreement), provided, however that such pledge agreement shall provide that any transfer by Affiliate Release Parcel Purchaser to an affiliate thereof for the sole purpose of avoiding the payment of the future sales proceeds which would otherwise be payable to Lender in connection with a subsequent sale of the Partial Release Parcel or securities the equity interests therein in accordance with such pledge shall be void ab initio, and (z) shall terminate upon the earlier of (I) one (1) year from the date of such Release Parcel Sale or (II) the repayment in full of the Debt; (viii) Intentionally Deleted; (ix) Intentionally Deleted; (x) Borrowers shall have paid all of the actual out-of-pocket reasonable third party legal fees and actual out-of-pocket reasonable third party expenses incurred by Lender in connection with (A) reviewing and processing any Sale Request with respect to a Release Parcel Sale, whether or not the Release Parcel Sale which is the subject of a Sale Request actually closes, (B) the satisfaction of any of the conditions set forth in this Section 2.5.1(a), and (C) providing all release documents in connection with any Release Parcel Sale as provided in Section 2.5.1(d) hereof; (xi) No monetary Default, monetary First Mezzanine Default, monetary Second Mezzanine Default or monetary Third Mezzanine Default, and no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default, shall have occurred and be so deposited continuing at the time of the submission by Adjacent Borrower of a Sale Request or at the time of the closing of such Release Parcel Sale; (xii) After giving effect to the sale and release of such Partial Release Parcel, each of the Remaining Adjacent Property, the Hotel/Casino Property and the Café Property (the Hotel Casino Property and Café Property, collectively, the “Main Property”) will (A) comply, in all material respects, with all zoning ordinances, including, without limitation, those related to parking, lot size and density, (B) constitute one or more separate tax parcels, and not be subject to any lien for taxes due or not yet due attributable to such Partial Release Parcel, and (C) comply, in all material respects, with all applicable Legal Requirements, including, without limitation, those relating to land use and certificates of occupancy, except to the extent of any legal non-conforming use permitted as of the Closing Date; (xiii) Adjacent Borrower shall have certified to Lender that, with respect to the Remaining Adjacent Property and the Main Property, it continues to have or has obtained through one or more reciprocal easement or other agreements approved by Lender in its reasonable judgment, substantially the same (A) access for all of the Improvements on such remaining portions of the Remaining Adjacent Property and the Main Property to parking, vehicular and pedestrian ingress and egress from public roads and common areas, and (B) an Independent Certificate about the same matters, if the fair value to the Issuer utility services in all of the securities to be so deposited Improvements on the Remaining Adjacent Property and of other securities withdrawn or released since the start Main Property, in each instance as exists as of the date immediately preceding such Release Parcel Sale, it being agreed that Lender will subordinate the lien of the Mortgage to any such reciprocal easement agreement or other agreement approved by Lender in its reasonable judgment; (xiv) Borrowers shall deliver to Lender, at Borrowers’ sole cost and expense, new or updated ALTA/ASCM surveys of the Remaining Adjacent Property and such Partial Release Parcel, which surveys shall substantially conform to Lender’s then-current yearrequirements for surveys to be delivered in connection with its loans; (xv) The Title Company shall issue an endorsement to the Title Insurance Policy regarding the validity of Lender’s lien on the Remaining Adjacent Property after such Release Parcel Sale and any other endorsements reasonably requested by Lender in connection with such Release Parcel Sale; (xvi) If a Securitization has occurred and the Release Parcel Sale covers less than the entire Adjacent Property, Borrowers shall have provided to Lender an opinion letter from counsel reasonably satisfactory to Lender confirming that such Release Parcel Sale shall not constitute a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury or would otherwise violate any of the provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, as stated amended, and related provisions and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time (collectively, the certificates required by clause “REMIC Requirements”), and Lender shall not otherwise have any reasonable belief (based on an opinion of counsel or a certified public accountant) that such Release Parcel Sale will constitute such a “significant modification” or otherwise violate such REMIC Requirements; and (xvii) Borrowers shall have delivered to Lender (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities any amendments to the Issuer as stated Loan Documents deemed reasonably necessary by Lender in order to effectuate the release of such Partial Release Parcel and/or to continue to retain all of its rights in the related Officer’s Certificate is less than $25,000 or less than 1% of Remaining Adjacent Property and the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this IndentureMain Property, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property or securities to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about all documents and information reasonably requested by Lender in order to verify the same matters, if the fair value satisfaction of the property or securities to be released and of other property, other than property as contemplated by Section 11.3(d), or securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notesforegoing conditions.

Conditions for Release. Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, Adjacent Borrower shall have the right, without the prior consent of Lender and without violating the Loan Documents, to (1) sell one or more portions of the Release Parcel (each, including the entire Release Parcel, a “Partial Release Parcel”) either to a bonafide third party purchaser (a “Bonafide Release Parcel Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate Release Parcel Purchaser”; and together with a Bonafide Release Parcel Purchaser, individually, a “Release Parcel Purchaser”), or (2) refinance one or more Partial Release Parcels (each of the foregoing, including a sale or refinancing of the entire Release Parcel, a “Release Parcel Sale”, it being agreed that, for purposes of this Section 2.5.1, a refinancing of a Partial Release Parcel, including the entire Release Parcel, shall be treated as a Release Parcel Sale thereof to an Affiliate Release Parcel Purchaser), and obtain a release of such Partial Release Parcel from the Liens of the Mortgage and the other Loan Documents encumbering such Partial Release Parcel, provided that all of the following conditions shall be satisfied with respect to each such Release Parcel Sale: (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject At least ten (10) Business Days prior to the Lien anticipated date of this Indenturesuch Release Parcel Sale, Adjacent Borrower shall have submitted to Lender a written request for release (a “Sale Request”), specifically identifying and legally describing the Issuer will furnish Partial Release Parcel that Adjacent Borrower intends to sell, which proposed Partial Release Parcel shall, unless it is the Indenture Trustee (A) entire Release Parcel, be reasonably acceptable to Lender taking into account its potential impact on the value of the remaining portions of the Release Parcel and the Remaining Adjacent Parcel, which Sale Request shall include a copy of the contract of sale relating to such Release Parcel Sale and an Officer’s Certificate stating providing a certification that (A) as of the opinion date of such Sale Request, no monetary Default, monetary First Mezzanine Default, monetary Second Mezzanine Default or monetary Third Mezzanine Default, and no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default, shall have occurred and be continuing, (B) the proposed purchaser is a Bonafide Release Parcel Purchaser or an Affiliate Release Parcel Purchaser, as applicable, and (C) the copy of the contract of sale relating to such Release Parcel Sale attached to such certification is true, correct and complete; (ii) Adjacent Borrower shall have delivered to Lender reasonably detailed information regarding the terms of, and the actual and reasonably anticipated costs and expenses associated with, such Release Parcel Sale in order to enable Lender to reasonably determine the Release Parcel Release Price with respect thereto, all of which shall be certified by Adjacent Borrower to Lender as true, complete and correct; (iii) All accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Reduced Acquisition Loan and/or the Construction Loan and/or the First Mezzanine Loan and/or the Second Mezzanine Loan and/or the Third Mezzanine Loan and any other sum then due hereunder or under any of the other Loan Documents and/or under any of the First Mezzanine Loan Documents and/or under any of the Second Mezzanine Loan Documents and/or under any of the Third Mezzanine Loan Documents, including, without limitation, any applicable Breakage Costs, shall have been paid in full or shall have been arranged to be paid in full contemporaneously with the closing of such Release Parcel Sale; provided, however, if such Release Parcel Sale closes on a date which is not a Payment Date, Borrowers shall also have paid or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale interest on the Release Parcel Release Price to, but not including, the next succeeding ninth (9th) day of a calendar month; (iv) If the closing of such Release Parcel Sale shall occur prior to the Prepayment Fee Release Date, Borrowers shall have paid or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale the Prepayment Fee based on the amount of the applicable Release Parcel Release Price; (v) If the Release Parcel Purchaser is a Bonafide Release Parcel Purchaser, in addition to the amounts set forth in the foregoing clauses (iii) and (iv), Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale, to Lender a release price with respect to the sale of such Partial Release Parcel equal to the greater of the following (whichever of the following subclause (A) or (B) is greater, such Partial Release Parcel’s “Bonafide Release Parcel Release Price”), which Bonafide Release Parcel Release Price shall be applied as contemplated by Section 2.4.3 hereof: (A) (1) the gross sales price for such Partial Release Parcel, less (2) the amount of all reasonable and customary closing costs in connection with such Release Parcel Sale actually paid by any Borrower to any Person who is not a Restricted Party or any Affiliate thereof; provided, however, that in no event shall such closing costs exceed eight percent (8%) of such gross sales price; or (B) one hundred twenty-five percent (125%) of the per acre Allocated Loan Amount for such portion of the Release Parcel; (vi) If the Release Parcel Purchaser is an Affiliate Release Parcel Purchaser, in addition to the amounts set forth in the foregoing clauses (iii) and (iv), Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale, to Lender a release price with respect to the sale of such Partial Release Parcel equal to the greater of the following (whichever of the following subclause (A) or (B) is greater, the “Affiliate Release Parcel Release Price”; and whichever of the Bonafide Release Parcel Release Price or the Affiliate Release Parcel Release Price shall be applicable in any instance, the “ Release Parcel Release Price”), which Affiliate Release Parcel Release Price shall be applied as contemplated by Section 2.4.3 hereof: (A) Eighty-five percent (85%) of the Appraised Value of such Partial Release Parcel; or (B) one hundred twenty-five percent (125%) of the per acre Allocated Loan Amount for such portion of the Release Parcel; (vii) If the Release Parcel Purchaser is an Affiliate Release Parcel Purchaser, simultaneously with the closing of such Release Parcel Sale, (A) if such Release Parcel Purchaser is a Joint Venture, at Lender’s election, the ownership interest(s) of any Affiliate Joint Venture Counterparty shall be pledged to Lender as additional collateral for the Obligations, which pledge shall constitute a first priority Lien thereon, and Borrowers shall have (1) obtained the consent of each Responsible Person signing Unaffiliated Joint Venture Counterparty to such pledge, and (2) executed and delivered, and caused any such Affiliate Joint Venture Counterparty and Unaffiliated Joint Venture Counterparty to execute and deliver, such documents and instruments, and taken such further actions, and caused any such Affiliate Joint Venture Counterparty and Unaffiliated Joint Venture Counterparty to take any such further actions, as reasonably requested by Lender to evidence, secure and perfect such pledge of the certificate about ownership interest(s) of any Affiliate Joint Venture Counterparty, or (B) if such Release Parcel Purchaser is an Affiliate Release Parcel Purchaser of any kind, whether or not a Joint Venture, at Lender’s election, which in the fair value case of a Release Parcel Purchaser who is a Joint Venture, would be in lieu of the foregoing clause (within 90 days before A), a security interest in any future sales proceeds from the depositsale of such Partial Release Parcel shall be pledged to Lender as additional collateral for the Obligations, which pledge shall constitute a first priority Lien thereon, and Borrowers shall have executed such documents and instruments, and taken such further actions, as reasonably requested by Lender to evidence, secure and perfect such pledge; provided, however, that in the case of either clause (A) or clause (B) above, such pledge (y) shall not prohibit, or require Lender’s consent to, a subsequent sale by the Release Parcel Purchaser of such Partial Release Parcel, but shall only require that the net proceeds of any such subsequent sale which are payable to such Release Parcel Purchaser be delivered to Lender and be used as a prepayment of the Loan pursuant to the Issuer same terms and conditions as governed the payment of the property Release Parcel Release Price that was paid in connection with such Partial Release Parcel (it being understood that any such net proceeds of any such subsequent sale shall be deemed a part of the previously-paid Release Parcel Release Price for such Partial Release Parcel for all purposes under this Agreement), and (z) shall terminate upon the earlier of (I) one (1) year from the date of such Release Parcel Sale or securities (II) the repayment in full of the Debt; (viii) If the Release Parcel Purchaser is a Bonafide Release Parcel Purchaser, if such Bonafide Release Parcel Purchaser finances such Release Parcel Sale, Borrowers shall have caused such Bonafide Release Parcel Purchaser to provide to Credit Suisse (whether or not Credit Suisse or any Affiliate thereof is then “Lender” under this Agreement and the other Loan Documents), and such Bonafide Release Parcel Purchaser shall have complied with the terms of, a right of first offer with respect to such financing, such right to be so deposited on the same terms and conditions as are set forth in Article XIII hereof (except only with respect to the particular Release Parcel Sale and not with respect to a total Refinancing Loan); (ix) If the Release Parcel Purchaser is an Affiliate Release Parcel Purchaser, if such Affiliate Release Parcel Purchaser finances such Release Parcel Sale, Borrowers shall have caused such Affiliate Release Parcel Purchaser to provide to Credit Suisse (whether or not Credit Suisse or any Affiliate thereof is then “Lender” under this Agreement and the other Loan Documents), and such Affiliate Release Parcel Purchaser shall have complied with the terms of, (A) a right of first offer with respect to such financing, such right to be on the same terms and conditions as are set forth in Schedule XVII attached hereto and made a part hereof, and (B) an Independent Certificate about a right of last look with respect to such financing, such right to be on the same matters, if the fair value to the Issuer terms and conditions as are set forth in Schedule XVIII attached hereto and made a part hereof; (x) Borrowers shall have paid all of the securities to be so deposited actual out-of-pocket reasonable third party legal fees and of other securities withdrawn or released since the start of the thenactual out-current year, as stated of-pocket reasonable third party expenses incurred by Lender in the certificates required by clause connection with (A) reviewing and this clause processing any Sale Request with respect to a Release Parcel Sale, whether or not the Release Parcel Sale which is the subject of a Sale Request actually closes, (B) the satisfaction of any of the conditions set forth in this Section 2.5.1(a), is 10% and (C) providing all release documents in connection with any Release Parcel Sale as provided in Section 2.5.1(d) hereof; (xi) No monetary Default, monetary First Mezzanine Default, monetary Second Mezzanine Default or more monetary Third Mezzanine Default, and no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default, shall have occurred and be continuing at the time of the Note Balance submission by Adjacent Borrower of a Sale Request or at the time of the Notes Outstandingclosing of such Release Parcel Sale; (xii) After giving effect to the sale and release of such Partial Release Parcel, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value then remaining portions of the property or securities to Release Parcel and the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer Remaining Adjacent Parcel will furnish to the Indenture Trustee each (A) an Officer’s Certificate stating comply, in all material respects, with all zoning ordinances, including, without limitation, those related to parking, lot size and density, (B) constitute one or more separate tax parcels, and not be subject to any lien for taxes due or not yet due attributable to such Partial Release Parcel, and (C) comply, in all material respects, with all applicable Legal Requirements, including, without limitation, those relating to land use and certificates of occupancy, except to the opinion extent of any legal non-conforming use permitted as of the Closing Date; (xiii) Adjacent Borrower shall have certified to Lender that, with respect to the then remaining portions of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property Release Parcel and the Remaining Adjacent Parcel, it continues to have or securities has obtained through one or more reciprocal easement or other agreements approved by Lender in its reasonable judgment, substantially the same (A) access for all of the Improvements on such remaining portions of each of the Release Parcel and the Remaining Adjacent Parcel to be released parking, vehicular and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture pedestrian ingress and egress from public roads and common areas, and (B) an Independent Certificate about the same matters, if the fair value utility services in all of the property or securities to be released and Improvements on such remaining portions of other property, other than property as contemplated by Section 11.3(d), or securities released from the Lien of this Indenture since the start each of the Release Parcel and the Remaining Adjacent Parcel, in each instance as exists as of the date immediately preceding such Release Parcel Sale, it being agreed that Lender will subordinate the lien of the Mortgage to any such reciprocal easement agreement or other agreement approved by Lender in its reasonable judgment; (xiv) Borrowers shall deliver to Lender, at Borrowers’ sole cost and expense, new or updated ALTA/ASCM surveys of the remaining portion of the Release Parcel and such Partial Release Parcel, which surveys shall substantially conform to Lender’s then-current yearrequirements for surveys to be delivered in connection with its loans; (xv) The Title Company shall issue an endorsement to the Title Insurance Policy regarding the validity of Lender’s lien on the remaining portion of the Release Parcel after such Release Parcel Sale and any other endorsements reasonably requested by Lender in connection with such Release Parcel Sale; (xvi) If a Securitization has occurred and the Release Parcel Sale covers less than the entire Release Parcel, Borrowers shall have provided to Lender an opinion letter from counsel reasonably satisfactory to Lender confirming that such Release Parcel Sale shall not constitute a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury or would otherwise violate any of the provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, as stated amended, and related provisions and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time (collectively, the certificates required by clause “REMIC Requirements”), and Lender shall not otherwise have any reasonable belief (based on an opinion of counsel or a certified public accountant) that such Release Parcel Sale will constitute such a “significant modification” or otherwise violate such REMIC Requirements; and (xvii) Borrowers shall have delivered to Lender (A) and this clause (B), is 10% or more of any amendments to the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for Loan Documents deemed reasonably necessary by Lender in order to effectuate the release of property or securities if such Partial Release Parcel and/or to continue to retain all of its rights in the fair value remaining portion of the property or securities as stated Release Parcel and/or the Remaining Adjacent Parcel, and (B) all documents and information reasonably requested by Lender in order to verify the related Officer’s Certificate is less than $25,000 or less than 1% satisfaction of the Note Balance of the Notesforegoing conditions.

Conditions for Release. Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, Adjacent Borrower shall have the right, without the prior consent of Lender and without violating the Loan Documents, to (1) sell one or more portions of the Release Parcel (each, including the entire Release Parcel, a “Partial Release Parcel”) either to a bonafide third party purchaser (a “Bonafide Release Parcel Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate Release Parcel Purchaser”; and together with a Bonafide Release Parcel Purchaser, individually, a “Release Parcel Purchaser”), or (2) refinance one or more Partial Release Parcels (each of the foregoing, including a sale or refinancing of the entire Release Parcel, a “Release Parcel Sale”, it being agreed that, for purposes of this Section 2.5.1, a refinancing of a Partial Release Parcel, including the entire Release Parcel, shall be treated as a Release Parcel Sale thereof to an Affiliate Release Parcel Purchaser), and obtain a release of such Partial Release Parcel from the Liens of the Mortgage and the other Loan Documents encumbering such Partial Release Parcel, provided that all of the following conditions shall be satisfied with respect to each such Release Parcel Sale: (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject At least ten (10) Business Days prior to the Lien anticipated date of this Indenturesuch Release Parcel Sale, Adjacent Borrower shall have submitted to Lender a written request for release (a “Sale Request”), specifically identifying and legally describing the Issuer will furnish Partial Release Parcel that Adjacent Borrower intends to sell, which proposed Partial Release Parcel shall, unless it is the Indenture Trustee (A) entire Release Parcel, be reasonably acceptable to Lender taking into account its potential impact on the value of the remaining portions of the Release Parcel and the Remaining Adjacent Parcel, which Sale Request shall include a copy of the contract of sale relating to such Release Parcel Sale and an Officer’s Certificate stating providing a certification that (A) as of the opinion date of such Sale Request, no monetary Default nor any Event of Default shall have occurred and be continuing, (B) the proposed purchaser is a Bonafide Release Parcel Purchaser or an Affiliate Release Parcel Purchaser, as applicable, and (C) the copy of the contract of sale relating to such Release Parcel Sale attached to such certification is true, correct and complete; (ii) Adjacent Borrower shall have delivered to Lender reasonably detailed information regarding the terms of, and the actual and reasonably anticipated costs and expenses associated with, such Release Parcel Sale in order to enable Lender to reasonably determine the Release Parcel Release Price with respect thereto, all of which shall be certified by Adjacent Borrower to Lender as true, complete and correct; (iii) All accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sum then due hereunder or under any of the other Loan Documents, including, without limitation, any applicable Breakage Costs, shall have been paid in full or shall have been arranged to be paid in full contemporaneously with the closing of such Release Parcel Sale; provided, however, if such Release Parcel Sale closes on a date which is not a Payment Date, Borrowers shall also have paid or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale interest on the Release Parcel Release Price to, but not including, the next succeeding ninth (9th) day of a calendar month; (iv) If the closing of such Release Parcel Sale shall occur prior to the Prepayment Fee Release Date, Borrowers shall have paid or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale the Prepayment Fee based on the amount of the applicable Release Parcel Release Price; (v) If the Release Parcel Purchaser is a Bonafide Release Parcel Purchaser, in addition to the amounts set forth in the foregoing clauses (iii) and (iv), Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale, to Lender a release price with respect to the sale of such Partial Release Parcel equal to the greater of the following (whichever of the following subclause (A) or (B) is greater, such Partial Release Parcel’s “Bonafide Release Parcel Release Price”), which Bonafide Release Parcel Release Price shall be applied as contemplated by Section 2.4.3 hereof: (A) (1) the gross sales price for such Partial Release Parcel, less (2) the amount of all reasonable and customary closing costs in connection with such Release Parcel Sale actually paid by any Borrower to any Person who is not a Restricted Party or any Affiliate thereof; provided, however, that in no event shall such closing costs exceed eight percent (8%) of such gross sales price; or (B) one hundred twenty-five percent (125%) of the per acre Allocated Loan Amount for such portion of the Release Parcel; (vi) If the Release Parcel Purchaser is an Affiliate Release Parcel Purchaser, in addition to the amounts set forth in the foregoing clauses (iii) and (iv), Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the closing of such Release Parcel Sale, to Lender a release price with respect to the sale of such Partial Release Parcel equal to the greater of the following (whichever of the following subclause (A) or (B) is greater, the “Affiliate Release Parcel Release Price”; and whichever of the Bonafide Release Parcel Release Price or the Affiliate Release Parcel Release Price shall be applicable in any instance, the “ Release Parcel Release Price”), which Affiliate Release Parcel Release Price shall be applied as contemplated by Section 2.4.3 hereof: (A) Eighty-five percent (85%) of the Appraised Value of such Partial Release Parcel; or (B) one hundred twenty-five percent (125%) of the per acre Allocated Loan Amount for such portion of the Release Parcel; (vii) If the Release Parcel Purchaser is an Affiliate Release Parcel Purchaser, simultaneously with the closing of such Release Parcel Sale, (A) if such Release Parcel Purchaser is a Joint Venture, at Lender’s election, the ownership interest(s) of any Affiliate Joint Venture Counterparty shall be pledged to Lender as additional collateral for the Obligations, which pledge shall constitute a first priority Lien thereon, and Borrowers shall have (1) obtained the consent of each Responsible Person signing Unaffiliated Joint Venture Counterparty to such pledge, and (2) executed and delivered, and caused any such Affiliate Joint Venture Counterparty and Unaffiliated Joint Venture Counterparty to execute and deliver, such documents and instruments, and taken such further actions, and caused any such Affiliate Joint Venture Counterparty and Unaffiliated Joint Venture Counterparty to take any such further actions, as reasonably requested by Lender to evidence, secure and perfect such pledge of the certificate about ownership interest(s) of any Affiliate Joint Venture Counterparty, or (B) if such Release Parcel Purchaser is an Affiliate Release Parcel Purchaser of any kind, whether or not a Joint Venture, at Lender’s election, which in the fair value case of a Release Parcel Purchaser who is a Joint Venture, would be in lieu of the foregoing clause (within 90 days before A), a security interest in any future sales proceeds from the depositsale of such Partial Release Parcel shall be pledged to Lender as additional collateral for the Obligations, which pledge shall constitute a first priority Lien thereon, and Borrowers shall have executed such documents and instruments, and taken such further actions, as reasonably requested by Lender to evidence, secure and perfect such pledge; provided, however, that in the case of either clause (A) or clause (B) above, such pledge (y) shall not prohibit, or require Lender’s consent to, a subsequent sale by the Release Parcel Purchaser of such Partial Release Parcel, but shall only require that the net proceeds of any such subsequent sale which are payable to such Release Parcel Purchaser be delivered to Lender and be used as a prepayment of the Loan pursuant to the Issuer same terms and conditions as governed the payment of the property Release Parcel Release Price that was paid in connection with such Partial Release Parcel (it being understood that any such net proceeds of any such subsequent sale shall be deemed a part of the previously-paid Release Parcel Release Price for such Partial Release Parcel for all purposes under this Agreement), and (z) shall terminate upon the earlier of (I) one (1) year from the date of such Release Parcel Sale or securities (II) the repayment in full of the Debt; (viii) If the Release Parcel Purchaser is a Bonafide Release Parcel Purchaser, if such Bonafide Release Parcel Purchaser finances such Release Parcel Sale, Borrowers shall have caused such Bonafide Release Parcel Purchaser to provide to Credit Suisse (whether or not Credit Suisse or any Affiliate thereof is then “Lender” under this Agreement and the other Loan Documents), and such Bonafide Release Parcel Purchaser shall have complied with the terms of, a right of first offer with respect to such financing, such right to be so deposited on the same terms and conditions as are set forth in Article XIII hereof (except only with respect to the particular Release Parcel Sale and not with respect to a total Refinancing Loan); (ix) If the Release Parcel Purchaser is an Affiliate Release Parcel Purchaser, if such Affiliate Release Parcel Purchaser finances such Release Parcel Sale, Borrowers shall have caused such Affiliate Release Parcel Purchaser to provide to Credit Suisse (whether or not Credit Suisse or any Affiliate thereof is then “Lender” under this Agreement and the other Loan Documents), and such Affiliate Release Parcel Purchaser shall have complied with the terms of, (A) a right of first offer with respect to such financing, such right to be on the same terms and conditions as are set forth in Schedule XVII attached hereto and made a part hereof, and (B) an Independent Certificate about a right of last look with respect to such financing, such right to be on the same matters, if the fair value to the Issuer terms and conditions as are set forth in Schedule XVIII attached hereto and made a part hereof; (x) Borrowers shall have paid all of the securities to be so deposited actual out-of-pocket reasonable third party legal fees and of other securities withdrawn or released since the start of the thenactual out-current year, as stated of-pocket reasonable third party expenses incurred by Lender in the certificates required by clause connection with (A) reviewing and this clause processing any Sale Request with respect to a Release Parcel Sale, whether or not the Release Parcel Sale which is the subject of a Sale Request actually closes, (B) the satisfaction of any of the conditions set forth in this Section 2.5.1(a), is 10% or more and (C) providing all release documents in connection with any Release Parcel Sale as provided in Section 2.5.1(d) hereof; (xi) No monetary Default nor any Event of Default shall have occurred and be continuing at the time of the Note Balance submission by Adjacent Borrower of a Sale Request or at the time of the Notes Outstandingclosing of such Release Parcel Sale; (xii) After giving effect to the sale and release of such Partial Release Parcel, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value then remaining portions of the property or securities to Release Parcel and the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes. (ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer Remaining Adjacent Parcel will furnish to the Indenture Trustee each (A) an Officer’s Certificate stating comply, in all material respects, with all zoning ordinances, including, without limitation, those related to parking, lot size and density, (B) constitute one or more separate tax parcels, and not be subject to any lien for taxes due or not yet due attributable to such Partial Release Parcel, and (C) comply, in all material respects, with all applicable Legal Requirements, including, without limitation, those relating to land use and certificates of occupancy, except to the opinion extent of any legal non-conforming use permitted as of the Closing Date; (xiii) Adjacent Borrower shall have certified to Lender that, with respect to the then remaining portions of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property Release Parcel and the Remaining Adjacent Parcel, it continues to have or securities has obtained through one or more reciprocal easement or other agreements approved by Lender in its reasonable judgment, substantially the same (A) access for all of the Improvements on such remaining portions of each of the Release Parcel and the Remaining Adjacent Parcel to be released parking, vehicular and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture pedestrian ingress and egress from public roads and common areas, and (B) an Independent Certificate about the same matters, if the fair value utility services in all of the property or securities to be released and Improvements on such remaining portions of other property, other than property as contemplated by Section 11.3(d), or securities released from the Lien of this Indenture since the start each of the Release Parcel and the Remaining Adjacent Parcel, in each instance as exists as of the date immediately preceding such Release Parcel Sale, it being agreed that Lender will subordinate the lien of the Mortgage to any such reciprocal easement agreement or other agreement approved by Lender in its reasonable judgment; (xiv) Borrowers shall deliver to Lender, at Borrowers’ sole cost and expense, new or updated ALTA/ASCM surveys of the remaining portion of the Release Parcel and such Partial Release Parcel, which surveys shall substantially conform to Lender’s then-current yearrequirements for surveys to be delivered in connection with its loans; (xv) The Title Company shall issue an endorsement to the Title Insurance Policy regarding the validity of Lender’s lien on the remaining portion of the Release Parcel after such Release Parcel Sale and any other endorsements reasonably requested by Lender in connection with such Release Parcel Sale; (xvi) If a Securitization has occurred and the Release Parcel Sale covers less than the entire Release Parcel, Borrowers shall have provided to Lender an opinion letter from counsel reasonably satisfactory to Lender confirming that such Release Parcel Sale shall not constitute a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury or would otherwise violate any of the provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, as stated amended, and related provisions and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time (collectively, the certificates required by clause “REMIC Requirements”), and Lender shall not otherwise have any reasonable belief (based on an opinion of counsel or a certified public accountant) that such Release Parcel Sale will constitute such a “significant modification” or otherwise violate such REMIC Requirements; and (xvii) Borrowers shall have delivered to Lender (A) and this clause (B), is 10% or more of any amendments to the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for Loan Documents deemed reasonably necessary by Lender in order to effectuate the release of property or securities if such Partial Release Parcel and/or to continue to retain all of its rights in the fair value remaining portion of the property or securities as stated Release Parcel and/or the Remaining Adjacent Parcel, and (B) all documents and information reasonably requested by Lender in order to verify the related Officer’s Certificate is less than $25,000 or less than 1% satisfaction of the Note Balance of the Notesforegoing conditions.