Common use of Partial Release of Collateral Option Clause in Contracts

Partial Release of Collateral Option. The Liable Parties, in the aggregate, will have the right and option (referred to as the “Partial Release of Collateral Option”) to release in the aggregate, any number of individual Parcels (upon which the buildings described in Exhibit “A” to the Application are located) of the Property and the Other Properties, combined, which have, in the aggregate, Loan values (based on the allocations set forth in Exhibit “B” to the Application as of the date of Acceptance) of not more than $45 million, upon and subject to the following terms and conditions: (i) Each Liable Party will have the right or option to exercise the Partial Release of Collateral Option for an individual Parcel, and obtain a release of such Parcel (the “Release Parcel”), provided however, that in no event shall any such Partial Release be allowed: (1) if any Liable Party is in default under the Loan or an event has occurred which with the giving of notice or passage of time would constitute a default; or (2) prior to the end of the sixth (6th) Loan Month if the Partial Release of Collateral Option results in a payment under the Floating Rate Note, or prior to the end of the thirty-sixth (36th) Loan Month if the Partial Release of Collateral Option results in a payment under the Fixed Rate Note; or (3) if the Liable Parties have not complied with each of the provisions of the Mortgages with respect to the remaining Property and Other Properties encumbered by the Mortgages (the “Unreleased Parcels”) and with any required modification of the Loan Documents with respect to the Release Parcel. (ii) The Liable Parties shall prepay the amount of principal on the applicable Note or Notes as is necessary to reduce the then outstanding aggregate principal balance of the Loan by 100% of the then current balance allocated to the Release Parcel (after applying principal payments on a pro rata basis to each Parcel based upon the aggregate 30-year amortization schedule of the Loan) together with the applicable Prepayment Fee provided in the applicable Note or Notes, upon sixty (60) days advance notice to Lender. The initial aggregate balance of the Loan to be allocated to the Release Parcel shall be as set forth in Exhibit B to the Application, under the column “Loan Amount,” as applicable to such Release Parcel (the “Release Price”). (iii) The Unreleased Parcels shall be required to: (1) provide sufficient cash flow, such that the ratio of the annual combined cash flow of the Unreleased Parcels to the annual combined debt service for the Loan shall be at least 1.40:1 and (2) support a loan to value ratio at the time of the partial release (which will be determined by Lender at the time of the partial release in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on an MAI appraisal) which is no greater than 75%. The maximum loan to value ratio shall be determined by dividing the aggregate outstanding principal balance of the Loan (after application of the Release Price) at the time of transfer, by the agreed combined value of the Unreleased Parcels as of the release date. If the loan to value ratio at the time of the partial release does not satisfy the foregoing requirement then, in such event, Borrower may provide a letter of credit or certificate of deposit in an amount equal to the reduction of principal that would be required to produce an acceptable loan to value ratio. (iv) Upon payment of the Release Price applicable to the Fixed Rate Note, the monthly principal and interest payments shall be recalculated as of the first day of the month immediately following such repayment so as to reflect a new payment based on the new outstanding principal balance of the Loan accruing interest at the Annual Interest Rate then being paid based upon the terms of the Fixed Rate Note for the remaining portion of the amortization period. (v) Upon payment of the Release Price applicable to the Floating Rate Note, the monthly installments of principal and interest due under the Floating Rate Note shall be recalculated as of the first day of the month immediately following such repayment so as to reflect a new payment based on the remaining outstanding principal balance of the Floating Rate Note accruing interest at the Annual Interest Rate for the Floating Rate Note then being paid, as provided in the Floating Rate Note, for the remaining portion of the amortization period. The monthly installments of interest due under the Floating Rate Note shall continue to be recalculated on the Rate Reset Dates set forth therein, on a thirty-year amortization schedule. (vi) No such partial release by Lender will affect any of the obligations of the Liable Parties as stated in the Loan Documents. (vii) The Liable Parties shall pay to Lender all costs and expenses incurred by Lender in connection with any request for the release of the Release Parcel or in connection with any appraisal required by Lender pursuant to this subsection (a), including, without limitation, reasonable attorneys’ fees and costs, recording costs and title insurance premiums. In addition, the Liable Parties shall pay a $20,000 processing fee for each exercise of the Partial Release of Collateral Option.

Partial Release of Collateral Option. The Liable Parties, in the aggregate, will have the right and option (referred to as the “Partial Release of Collateral Option”) to release in the aggregate, any number of individual Parcels (upon which the buildings described in Exhibit “A” to the Application are located) of the Property and the Other Properties, combined, which have, in the aggregate, Loan values (based on the allocations set forth in Exhibit “B” to the Application as of the date of Acceptance) of not more than $45 million, upon and subject to the following terms and conditions: (i) Each Liable Party will have the right or option to exercise the Partial Release of Collateral Option for an individual Parcel, and obtain a release of such Parcel (the “Release Parcel”), provided however, that in no event shall any such Partial Release be allowed: (1) if any Liable Party is in default under the Loan or an event has occurred which with the giving of notice or passage of time would constitute a default; or (2) prior to the end of the sixth (6th) Loan Month if the Partial Release of Collateral Option results in a payment under the Floating Rate Note, or prior to the end of the thirty-sixth (36th) Loan Month if the Partial Release of Collateral Option results in a payment under the Fixed Rate Note; or (3) if the Liable Parties have not complied with each of the provisions of the Mortgages with respect to the remaining Property and Other Properties encumbered by the Mortgages (the “Unreleased Parcels”) and with any required modification of the Loan Documents with respect to the Release Parcel. (ii) The Liable Parties shall prepay the amount of principal on the applicable Note or Notes as is necessary to reduce the then outstanding aggregate principal balance of the Loan by 100% of the then current balance allocated to the Release Parcel (after applying principal payments on a pro rata basis to each Parcel based upon the aggregate 30-year amortization schedule of the Loan) together with the applicable Prepayment Fee provided in the applicable Note or Notes, upon sixty (60) days advance notice to Lender. The initial aggregate balance of the Loan to be allocated to the Release Parcel shall be as set forth in Exhibit B to the Application, under the column “Loan Amount,” as applicable to such Release Parcel (the “Release Price”). (iii) The Unreleased Parcels shall be required to: (1) provide sufficient cash flow, such that the ratio of the annual combined cash flow of the Unreleased Parcels to the annual combined debt service for the Loan shall be at least 1.40:1 and (2) support a loan to value ratio at the time of the partial release (which will be determined by Lender at the time of the partial release in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on an MAI appraisal) which is no greater than 75%. The maximum loan to value ratio shall be determined by dividing the aggregate outstanding principal balance of the Loan (after application of the Release Price) at the time of transfer, by the agreed combined value of the Unreleased Parcels as of the release date. If the loan to value ratio at the time of the partial release does not satisfy the foregoing requirement thenrequirement, then in such event, Borrower may provide a letter of credit or certificate of deposit in an amount equal to the amount of the reduction of principal that would be required to produce an acceptable loan to value ratio. (iv) Upon payment of the Release Price applicable to the Fixed Rate Note, the monthly principal and interest payments shall be recalculated as of the first day of the month immediately following such repayment so as to reflect a new payment based on the new outstanding principal balance of the Loan accruing interest at the Annual Interest Rate then being paid based upon the terms of the Fixed Rate Note for the remaining portion of the amortization period. (v) Upon payment of the Release Price applicable to the Floating Rate Note, the monthly installments of principal and interest due under the Floating Rate Note shall be recalculated as of the first day of the month immediately following such repayment so as to reflect a new payment based on the remaining outstanding principal balance of the Floating Rate Note accruing interest at the Annual Interest Rate for the Floating Rate Note then being paid, as provided in the Floating Rate Note, for the remaining portion of the amortization period. The monthly installments of interest due under the Floating Rate Note shall continue to be recalculated on the Rate Reset Dates set forth therein, on a thirty-year amortization schedule. (vi) No such partial release by Lender will affect any of the obligations of the Liable Parties as stated in the Loan Documents. (vii) The Liable Parties shall pay to Lender all costs and expenses incurred by Lender in connection with any request for the release of the Release Parcel or in connection with any appraisal required by Lender pursuant to this subsection (a), including, without limitation, reasonable attorneys’ fees and costs, recording costs and title insurance premiums. In addition, the Liable Parties shall pay a $20,000 processing fee for each exercise of the Partial Release of Collateral Option.