Common use of Partial Release of Collateral Clause in Contracts

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have no obligation to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender Provided no Default or Event of Default shall have no obligation occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.5), the Agent shall release any a Mortgaged Property or Equity Interests from the lien or security title of the Security Documents encumbering the same (and if such Collateral until all is a Mortgaged Property, such release shall include the Equity Interests in the applicable Subsidiary Guarantor) upon the request of Borrower’s indebtedness the Borrower in connection with a sale or other permanent disposition or refinancing of such Mortgaged Property or other Real Estate to which the Equity Interests relate, as applicable, subject to and obligations under upon the Loan Documents have been paid following terms and performed in full, and all obligations of Lender under this Agreement and conditions: (a) the other Loan Documents have terminated. Borrower shall be entitled deliver to the Agent written notice of its desire to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed such release of a Project no later than ten (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (9010) days prior written notice to the date on which such release is to be effected; (b) the “Partial Release Notice”) Borrower shall submit to the Agent with such request a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release together and demonstrating that no Default or Event of Default with copies respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable costs and expenses of any documents which Borrower requests that Lender execute the Agent in connection with such proposed release., including without limitation, reasonable attorney’s fees; (2e) Except the Borrower shall pay to the Agent for the release account of the “1195 LanhamLenders a release price, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the gross amount received by Borrower or its Subsidiary in connection with such sale, disposition or refinance less normal and customary closing costs paid to third parties; and (f) if such release is requested in connection with a bona fide sale financing or refinancing of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance such Mortgaged Property or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing BaseReal Estate, Borrower shall have paid to Lender complied with the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) terms of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining ProjectsAgreement Regarding Fees. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except as expressly set forth below in this SectionNotwithstanding any thing to the ----------------------------- contrary contained herein, the Lender shall have no obligation to release any one or more of the Collateral until all Properties from the liens of Borrower’s indebtedness and obligations under the applicable Loan Documents have been paid and performed in full, and all obligations upon the occurrence of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”):following: (1a) The Borrower has provided shall pay to the Lender with at least thirty in cash an amount equal to, (30i) in the event the Property is a Subsidiary Property, the lesser of (x) the outstanding principal balance of the Assigned Note secured by such Subsidiary Property or (y) sixty-five percent (565%) days for of the Eligible Appraised Value of the Subsidiary Property included in the most recent Borrowing Certificate furnished to the Lender, or (ii) in the event that the Property is a Borrower Property, sixty-five percent (65%) of the Eligible Appraised Value of the Borrower Property included in the most recent Borrowing Base Certificate furnished to the Lender; (b) From and after the payment of the release price referred to in paragraph (a) and the release of the “ 1195 Lanhamapplicable Property and exclusion thereof from the Borrowing Base, MD” Project completed within ninety the outstanding principal balance of all Advances hereunder shall not exceed the lesser of (90i) days after the Closing DateCommitment or (ii) but the Borrowing Base; (c) No Default or Event of Default shall have occurred and be continuing hereunder; (d) The Borrower shall have prepared and delivered to the Lender all applicable release documents and such documents shall have been approved by the Lender, which approval shall not more than ninety be unreasonably withheld; (90e) The Borrower shall have paid all costs and expenses, including reasonable attorneys fees, incurred by the Lender in connection with such release; (f) The Borrower shall have provided to the Lender ten (10) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release.; and (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6g) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to the Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to documents and instruments deemed reasonably necessary by the sale of the Release Project. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed such release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed releaseincluding, without limitation, an updated Borrowing Base Certificate.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender Provided no Default or Event of Default shall have no obligation occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.5), the Agent shall release any a Borrowing Base Property and the personal property solely used on or with respect to such Borrowing Base Property pledged under the Security Agreement or Borrower Security Agreement applicable thereto upon the request of the Collateral until all Borrower in connection with a sale or other permanent disposition or refinancing of Borrower’s indebtedness such Borrowing Base Property, subject to and obligations under upon the Loan Documents have been paid following terms and performed in full, and all obligations of Lender under this Agreement and conditions: (a) the other Loan Documents have terminated. Borrower shall be entitled deliver to the Agent written notice of its desire to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed such release of a Project no later than ten (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (9010) days prior written notice to the date on which such release is to be effected; (b) the “Partial Release Notice”) Borrower shall submit to the Agent with such request a Compliance Certificate and Borrowing Base Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release together and demonstrating that no Default or Event of Default with copies respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable costs and expenses of any documents which Borrower requests that Lender execute the Agent in connection with such proposed release., including without limitation, reasonable attorney’s fees; (2e) Except for the Required Lenders shall have approved such release of the “1195 Lanhamin writing, MD” Project completed within ninety provided that said approval shall not be required if (90i) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project such property is being sold to a third party purchaser (that is not an Borrower, a Guarantor, or a Subsidiary, Unconsolidated Affiliate or Affiliate of Borrower or any Borrower Party). During Guarantor, (ii) the Lockout PeriodNet Sales Proceeds from such sale are not less than the minimum release price for such a Borrowing Base Property set forth in Schedule 5.5, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale and (iii) such Net Sales Proceeds are paid to a third party purchaser except the Agent for the release account of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed Lenders as a release occurring after the Lockout Period, concurrently with the requested release, fee title price to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Baseextent required by §5.5(f), which is applied to reduce the outstanding principal balance of the Loan exceeds Loans as provided in §3.4; and (f) the Borrowing Base, Borrower shall have paid pay to Lender the Excess. (6) The remaining Projects Agent for the account of the Lenders a release price, which payment shall be acceptable applied to Lender reduce the outstanding principal balance of the Loans as provided in its sole §3.4 and absolute discretionpermanently reduce the Commitments as provided in §3.4,, in an amount equal the greater of (i) the amount necessary to reduce the outstanding principal balance of the Loans and Letter of Credit Liabilities so that no violation of the covenantcovenants set forth in §9.1 and §9.3 shall occur, and (ii) the Net Sales Proceeds described in §5.5(e)(ii). Without limiting The release price paid under this §5.5(f) shall reduce the net proceeds to Borrower and the Guarantors for the purposes of amounts to be paid under §3.2(c)(i) (for sales of Borrowing Base Properties). Notwithstanding the foregoing, in the Valuation Amount for event that any remaining Project shall not exceed twenty-five percent Borrowing Base Property is to be released from a Mortgage, Agent may condition such release upon (25%x) the increase of the sum coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Valuation Amounts for all Appraised Value attributed to such remaining ProjectsBorrowing Base Properties, and (y) the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements paying to the Title Insurance Policies insuring Agent or the Liens of Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered Agent reasonably determines to Lender a copy of any purchase and sale agreement and all other related documentation be payable with respect to the sale remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Release Project. (10) Borrowing Base Properties subject to a Mortgage is located, and the Borrower shall have paid all costs and expenses incurred by Lender delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender Mortgages on the Borrowing Base Properties located in connection such state secure the Borrower’s obligation with respect to the proposed releaseObligations.

Partial Release of Collateral. Except as expressly set forth below in this Section(a) High Plains is obligated to pay, Lender shall have no obligation to release any perform and discharge the Excluded Indebtedness under the terms of the Collateral until all agreements, instruments and other documents giving rise thereto. Following the payment, performance and discharge of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien a portion of the Loan DocumentsExcluded Indebtedness in any calendar year, provided High Plains may request in writing that all Pure Cycle release from its security interest hereunder any number of Pledged Shares up to the following conditions are satisfied then-current Proportionate Share (as to each proposed release defined below) of a Project such Collateral (the “Release ProjectNotice”):), provided, that in no event shall the aggregate number of Pledged Shares that have been released hereunder be, at any time, greater than the then-current Proportionate Share of such Collateral. (1b) Borrower The Release Notice shall (i) be given within sixty (60) days after the end of a calendar year and no more frequently than once per calendar year, (ii) identify the amount of Excluded Indebtedness paid by High Plains since the date hereof and during the calendar year immediately prior to the calendar year in which the Request Notice is given, (iii) identify in reasonable detail the real property and the specific Pledged FLCC Shares securing the Excluded Indebtedness that has provided Lender with at least been paid down in whole or in part, (iv) contain the certification of the Chief Executive Officer of High Plains that all information set forth in the Request Notice is complete and correct, (v) set forth the Proportionate Share of Collateral to be released, and (vi) contain such other information regarding the payment, performance and discharge of the Obligations as Pure Cycle has theretofore reasonably requested. (c) Within thirty (30) (or five (5) days for after Pure Cycle receives a complete Request Notice and accompanying documentation as required herein, Pure Cycle shall terminate its security interest in the release validly requested Proportionate Share of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed releasePledged Shares. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except (a) The Grantor may, from time to time so long as expressly set forth below in this Section, Lender no Actionable Default shall have no obligation to release any of the Collateral until all of Borrower’s indebtedness occurred and obligations under the Loan Documents have been paid and performed in fullbe continuing, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for request the release of the “ 1195 Lanhamlien and security interest of the Shared Collateral Documents in any portion of the Collateral of the Grantor proposed to be sold or otherwise disposed of by the Grantor to any other Person, MD” Project completed within ninety upon notice to the Collateral Trustees from an Authorized Officer of the Grantor (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “a "NOTICE OF PARTIAL RELEASE"), which Notice of Partial Release Notice”) shall be delivered to the Collateral Trustees and the Administrative Agent at least ten Business Days prior to the date of the proposed release together sale or other disposition of such Collateral (unless a shorter period of time is acceptable to the Collateral Trustees and the Administrative Agent) and shall (i) specify the Collateral to be so sold or otherwise disposed of and the proposed date of such sale or other disposition, and (ii) certify that the sale of other disposition of such Collateral is in compliance with copies under the terms of the Secured Agreements, and the Grantor or the Borrower is not, and after giving effect to such release, would not be, in default under any documents which Borrower requests that Lender execute of the Secured Agreements. If a Notice of Partial Release is delivered to the Collateral Trustees in connection accordance with such the immediately preceding sentence and the Administrative Agent, on behalf of the Lenders, shall not have objected in writing thereto prior to the date of the proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release security interest in such Collateral shall automatically, without further action, be requested in connection with a bona fide sale of released and the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release Collateral Trustees shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title execute and deliver to the Release ProjectGrantor, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. proposed release (5or as promptly thereafter as possible), a release or releases (including, without limitation, Uniform Commercial Code release statements and instruments of satisfaction, discharge and/or reconveyance) If, after giving effect in recordable form as to the requested release (Collateral specified in such Notice of Partial Release from the liens, security interests, conveyances and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined assignments evidenced by the United States Office of Management and Budget) Shared Collateral Documents, which release shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As state that it is effective as of the date of such disposition; provided, however, that, if prior to the time that the Collateral Trustees deliver a release of Release Project pursuant to this Section 8.01(a), the Collateral Trustees shall have received either (A) an Actionable Default Notice that shall not have been withdrawn prior to such time and the Required Lenders shall have directed the Collateral Trustees either not to deliver such a release or not to deliver releases generally or (B) a written objection from the Lien of Administrative Agent stating that such sale or other disposition is not permitted under the Loan DocumentsCredit Agreement, then, in either case, the Collateral Trustees shall so notify the Grantor and shall not sign any release or releases in connection with such revised schedules shall be deemed to supersede and replace the prior versions thereofdisposition. (8) Borrower b) If, at any time, the Collateral Trustees shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority receive a written notice from an Authorized Officer of the remaining Liens and security granted to Lender under the Loan DocumentsGrantor, including (i) stating that any amendments, modifications promissory note or supplements to any of the Loan Documents and endorsements other similar or related instrument evidencing obligations payable to the Title Insurance Policies insuring Grantor and included in the Liens of the Mortgages encumbering the remaining Projects. Collateral has been paid in full in accordance with its terms (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have or will be so paid all costs and expenses incurred by Lender in connection concurrently with the proposed releasesurrender thereof), including attorneys’ fees and costs (ii) identifying such note or other instrument in reasonable detail (including, without limitation, by its date of issuance, the name of its payee and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.principal

Partial Release of Collateral. Except (a) Any Grantor may, from time to time so long as expressly set forth below in this Section, Lender no Collateral Trust Agreement Default shall have no obligation to release any of the Collateral until all of Borrower’s indebtedness occurred and obligations under the Loan Documents have been paid and performed in fullbe continuing, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for request the release of the “ 1195 Lanhamlien and security interest of the Shared Collateral Documents in any portion of the Collateral of such Grantor proposed to be sold or otherwise disposed of by such Grantor to any other Person, MD” Project completed within ninety upon notice to the Collateral Trustees from an Authorized Officer of the Borrower (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “a "Notice of Partial Release"), which Notice of Partial Release Notice”) shall be delivered to the other Grantors, the Collateral Trustees and the Representatives at least twenty Business Days prior to the date of the proposed release together sale or other disposition of such Collateral (unless a shorter period of time is acceptable to the Collateral Trustees and the Required Representative(s)) and shall (i) specify the Collateral to be so sold or otherwise disposed of and the proposed date of such sale or other disposition, and (ii) certify that the sale or other disposition of such Collateral is in compliance with copies the terms of any documents which Borrower requests that Lender execute the Applicable Agreements, and the Grantors are not, and after giving effect to such release, would not be, in connection default under the Applicable Agreements. If a Notice of Partial Release is delivered to the Collateral Trustees in accordance with such the immediately preceding sentence and the Required Representative(s), shall not have objected in writing thereto prior to the date of the proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release security interest in such Collateral shall automatically, without further action, be requested in connection with a bona fide sale of released and the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release Collateral Trustees shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title execute and deliver to the Release ProjectGrantors, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. proposed release (5or as promptly thereafter as possible), a release or releases (including, without limitation, Uniform Commercial Code release statements and instruments of satisfaction, discharge and/or reconveyance) If, after giving effect in recordable form as to the requested release (Collateral specified in such Notice of Partial Release from the liens, security interests, conveyances and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined assignments evidenced by the United States Office of Management and Budget) Shared Collateral Documents, which release shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As state that it is effective as of the date of such disposition; provided, however, that, if prior to the time that the Collateral Trustees deliver a release of Release Project pursuant to this Section 8.01(a), the Collateral Trustees shall have received either (A) a Collateral Trust Agreement Default Notice that shall not have been withdrawn prior to such time and the Required Representative(s) shall have directed the Collateral Trustees either not to deliver such a release or not to deliver releases generally or (B) a written objection from the Lien of Required Representative(s) stating that such sale or other disposition is not permitted under the Loan DocumentsApplicable Agreement, then, in either case, the Collateral Trustees shall so notify the Grantors and shall not sign any release or releases in connection with such revised schedules shall be deemed to supersede and replace the prior versions thereofdisposition. (8) Borrower b) If, at any time, the Collateral Trustees shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority receive a written notice from an Authorized Officer of the remaining Liens Borrower, (i) stating that any promissory note or other similar or related instrument evidencing obligations payable to such Grantor and security granted to Lender under included in the Loan DocumentsCollateral has been paid in full in accordance with its terms (or will be so paid concurrently with the surrender thereof), including any amendmentsand (ii) identifying such note or other instrument in reasonable detail (including, modifications or supplements to any without limitation, by its date of issuance, the Loan Documents name of its payee and endorsements to the Title Insurance Policies insuring principal amount thereof), then the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower Collateral Trustees shall have delivered to Lender promptly deliver a copy of any purchase and sale agreement and all other related documentation with respect each such notice to the sale other Grantors, each Representative and, unless the Required Representative(s) shall have disputed the accuracy of such notice within ten Business Days of the Release Projectdelivery of such notice, the Collateral Trustees shall promptly deliver such note or other instrument to the Borrower, and promptly execute and deliver a release or releases (including, without limitation, Uniform Commercial Code release statements) in recordable form as to any such note or other instrument from the liens, security interests, conveyances and assignments evidenced by the Shared Collateral Documents, which release shall state that it is effective as of the date of its delivery. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have (a) Provided (i) no obligation to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing continuing, or no event has occurred which with notice or lapse of time, or both, would constitute an Event of Default, and (ii) the indebtedness and other obligations owing under Borrower's Borrowing Base Line of Credit have been fully paid and satisfied and Lender has no further commitment to lend thereunder, upon Borrower's written request, Lender agrees to release its lien on the date on which Borrower delivers the Partial Release Notice inventory, accounts, chattel paper, general intangibles, equipment, vehicles, fixtures, crops, farm equipment and farm products pledged to LenderLender by Borrower, or Millxx xxx Cornxxxxx, xx well as its lien on the date Arlington Property. In the event Lender becomes obligated to release its lien on such property, Lender agrees, as promptly as commercially reasonable, to execute and deliver UCC-3 Termination Statements terminating all liens on file with respect to such collateral and a Release of Deed of Trust lien with respect to the requested releaseArlington Property. Borrower shall pay any and all expenses it incurs arising in connection with the release of such property and any and all reasonable expenses incurred by Lender in connection with same. (5b) IfProvided no Event of Default has occurred and is continuing, after giving effect or no event has occurred which with notice or lapse of time, or both, would constitute an Event of Default, Lender agrees to release its lien on the requested Cornxxxxx Xxxperty, or any portion thereof, for which Borrower or Cornxxxxx xxxuests a release in writing (and the resulting decrease in the Borrowing Base"Release Property"), the outstanding balance upon receipt of eighty percent (80%) of the Loan exceeds greater of (i) the Borrowing Basesales price of such Release Property, Borrower shall have paid as evidenced by a settlement statement provided by a title company and certified as being true and correct, or (ii) such Release Property's appraised value as determined, at the option of Lender, by the Lender's most recent appraisal for such Release Property, or a new appraisal of such property obtained by Lender at Borrower's expense; provided, however, for Lender to Lender be obligated to release its lien on a portion of the Excess. Cornxxxxx Xxxperty which does not constitute one or more entire parcels of the six (6) The parcels constituting the Cornxxxxx Xxxperty, Borrower or Cornxxxxx xxxt request the partial release in writing and shall provide to Lender a current survey of the acreage to be released, a metes and bounds description of the acreage to be released and a plat drawing showing the relationship of the acreage requested to be released to the remaining Projects acreage, which shall be acceptable to Lender in its sole and absolute discretion. Without limiting In the foregoingevent Lender becomes obligated to release all or a portion of its lien hereunder, Lender agrees, as promptly as commercially reasonable, to execute and deliver a Release of its Deed of Trust lien or a Partial Release of its Deed of Trust Lien, as the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of case may be, on the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Release Property. Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) pay any and 4.1, all expenses it incurs arising in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of connection with the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede property and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and reasonable expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed releasesame.

Partial Release of Collateral. Except (a) Each Grantor may, from time to time so long as expressly set forth below in this Section, Lender shall have no obligation to release any of Actionable Default Notice has been received by the Collateral until all Trustee that has not been withdrawn, request the release of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all Collateral Documents in any portion of the following conditions are satisfied as Collateral of such Grantor proposed to be sold or otherwise disposed of by such Grantor to any other Person, upon notice to the Collateral Trustee from the Chief Financial Officer, Treasurer or Controller of the Company (a "NOTICE OF PARTIAL RELEASE"), which Notice of Partial Release shall be delivered to the Collateral Trustee and to each Senior Agent at least ten Business Days prior to the date of the proposed release sale or other disposition of such Collateral (unless a Project (shorter period of time is acceptable to the “Release Project”):Collateral Trustee and to each Senior Agent) and shall (1i) Borrower has provided Lender specify the Collateral to be so sold or otherwise disposed of and the proposed date of such sale or other disposition, and (ii) certify that the sale or other disposition of such Collateral is in compliance with at least thirty (30) (or five (5) days for the release terms of the “ 1195 LanhamSecured Agreements, MD” Project completed within ninety (90) days and no Grantor is, and after giving effect to such release, would not be, in default under any of the Closing Date) but not more than ninety (90) days prior written notice (the “Secured Agreements. If a Notice of Partial Release Notice”) is delivered to the Collateral Trustee in accordance with the immediately preceding sentence and the Required Representatives shall have confirmed to the Collateral Trustee in writing prior to the date of the proposed release together with copies of any documents that each such Required Representative consents to such release (which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release consent shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser given if (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, x) no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default default has occurred and is continuing on under the date on which Borrower delivers applicable Debt Agreements and (y) such release (and the Partial Release Notice application of proceeds thereof) is in compliance with the provisions of the applicable Debt Agreements, the security interest in such Collateral shall automatically, without further action, be released and the Collateral Trustee shall execute and deliver to Lenderthe Company, or on the date of the requested proposed release. , a release or releases (5including, without limitation, Uniform Commercial Code release statements and instruments of satisfaction, discharge and/or reconveyance) If, after giving effect in recordable form provided by the Company as to the requested release (and Collateral specified in such Notice of Partial Release from the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined Liens evidenced by the United States Office of Management and Budget) Collateral Documents, which release shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As state that it is effective as of the date of such disposition and, in the case of any release of Release Project from the Lien related to a receivables financing permitted by Section 5.02(viii) of the Loan DocumentsFive Year Credit Agreement or a real estate financing permitted by Section 5.17(ii)(D) of the Five Year Credit Agreement, shall enter into such revised schedules intercreditor agreements as shall be deemed approved by each of the Senior Agents; PROVIDED, HOWEVER, that, if prior to supersede the time that the Collateral Trustee delivers a release pursuant to this Section 8.01(a), the Collateral Trustee shall have received notice of a default under a Senior Credit Facility that shall not have been withdrawn prior to such time and replace the prior versions thereofRequired Senior Lenders shall have directed the Collateral Trustee either not to deliver such a release or not to deliver releases generally, then the Collateral Trustee shall so notify the Company and shall not sign any release or releases in connection with such disposition. (8) Borrower b) If, at any time, the Collateral Trustee shall have executed and delivered to Lender such other instrumentsreceive a written notice from the Chief Financial Officer, certificates and documentation as Lender shall reasonably request in order to preserve, confirm Treasurer or secure the validity and priority Controller of the remaining Liens and security granted to Lender under the Loan DocumentsCompany, including (i) stating that any amendments, modifications promissory note or supplements other similar or related instrument evidencing obligations payable to any Grantor and included in the Collateral has been paid in full in accordance with its terms (or will be so paid concurrently with the surrender thereof), and (ii) identifying such note or other instrument in reasonable detail (including, without limitation, by its date of issuance, the Loan Documents name of its payee and endorsements to the Title Insurance Policies insuring principal amount thereof), then the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower Collateral Trustee shall have delivered to Lender promptly deliver a copy of each such notice to each Representative and, unless any purchase and sale agreement and all Representative shall have disputed the accuracy of such notice within five Business Days after the delivery of such notice, the Collateral Trustee shall promptly deliver such note or other related documentation with respect instrument to the sale Company, and promptly execute and deliver a release or releases (including, without limitation, Uniform Commercial Code release statements) in recordable form provided by the Company as to any such note or other instrument from the Liens evidenced by the Collateral Documents, which release shall state that it is effective as of the Release Projectdate of its delivery. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have (a) Provided (i) no obligation to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing continuing, or no event has occurred which with notice or lapse of time, or both, would constitute an Event of Default, and (ii) the indebtedness and other obligations owing under Borrower's Borrowing Base Line of Credit have been fully paid and satisfied and Lender has no further commitment to lend thereunder, upon Borrower's written request, Lender agrees to release its lien on the date on which Borrower delivers the Partial Release Notice inventory, accounts, chattel paper, general intangibles, equipment, vehicles, fixtures, crops, farm equipment and farm products pledged to LenderLender by Borrower, or Xxxxxx and Xxxxxxxxx, as well as its lien on the date Arlington Property. In the event Lender becomes obligated to release its lien on such property, Lender agrees, as promptly as commercially reasonable, to execute and deliver UCC-3 Termination Statements terminating all liens on file with respect to such collateral and a Release of Deed of Trust lien with respect to the requested releaseArlington Property. Borrower shall pay any and all expenses it incurs arising in connection with the release of such property and any and all reasonable expenses incurred by Lender in connection with same. (5b) IfProvided no Event of Default has occurred and is continuing, after giving effect or no event has occurred which with notice or lapse of time, or both, would constitute an Event of Default, Lender agrees to release its lien on the requested Xxxxxxxxx Property, or any portion thereof, for which Borrower or Xxxxxxxxx requests a release in writing (and the resulting decrease in the Borrowing Base"Release Property"), the outstanding balance upon receipt of eighty percent (80%) of the Loan exceeds greater of (i) the Borrowing Basesales price of such Release Property, Borrower shall have paid as evidenced by a settlement statement provided by a title company and certified as being true and correct, or (ii) such Release Property's appraised value as determined, at the option of Lender, by the Lender's most recent appraisal for such Release Property, or a new appraisal of such property obtained by Lender at Borrower's expense; provided, however, for Lender to Lender be obligated to release its lien on a portion of the Excess. Xxxxxxxxx Property which does not constitute one or more entire parcels of the six (6) The parcels constituting the Xxxxxxxxx Property, Borrower or Xxxxxxxxx must request the partial release in writing and shall provide to Lender a current survey of the acreage to be released, a metes and bounds description of the acreage to be released and a plat drawing showing the relationship of the acreage requested to be released to the remaining Projects acreage, which shall be acceptable to Lender in its sole and absolute discretion. Without limiting In the foregoingevent Lender becomes obligated to release all or a portion of its lien hereunder, Lender agrees, as promptly as commercially reasonable, to execute and deliver a Release of its Deed of Trust lien or a Partial Release of its Deed of Trust Lien, as the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of case may be, on the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Release Property. Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) pay any and 4.1, all expenses it incurs arising in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of connection with the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede property and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and reasonable expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed releasesame.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have Provided no obligation to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (Default or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default shall have occurred hereunder and be continuing (or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, would exist immediately after giving effect to the requested release (and the resulting decrease in the Borrowing Basetransactions contemplated by this §5.5), the outstanding balance Agent shall release a Borrowing Base Property and the personal property solely used on or with respect to such Borrowing Base Property pledged under the Security Agreement or Borrower Security Agreement applicable thereto (and if such Collateral is a Borrowing Base Property and Borrower has pledged its Equity Interests in the applicable Subsidiary Guarantor pursuant to the Assignment of Interests which Subsidiary Guarantor is to be released pursuant to §5.4(b), such release shall include the Equity Interests in the applicable Subsidiary Guarantor) upon the request of the Loan exceeds Borrower in connection with a sale or other permanent disposition or refinancing of such Borrowing Base Property, subject to and upon the Borrowing Base, following terms and conditions: (a) the Borrower shall have paid deliver to Lender the Excess.Agent written notice of its desire to obtain such release no later than ten (10) days prior to the date on which such release is to be effected; (6b) The remaining Projects the Borrower shall be acceptable submit to Lender in its sole the Agent with such request a Compliance Certificate and absolute discretion. Without limiting Borrowing Base Certificate prepared using the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) financial statements of the sum Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements give effect to the Title Insurance Policies insuring the Liens proposed release and demonstrating that no Default or Event of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation Default with respect to the sale of the Release Project.covenants referred to therein shall exist after giving effect to such release; (10c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall have paid pay all reasonable costs and expenses incurred by Lender of the Agent in connection with the proposed such release, including attorneys’ fees without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans and costs Letter of Credit Liabilities so that no violation of the covenant set forth in §9.1 shall occur, and all title insurance premiums if such release involves a Tier II Property, such additional amount required pursuant to §5.5(g); (f) if such release involves a Tier I Property and the Qualified Capital Raise has not occurred, the Required Lenders shall have approved such release in writing; and (g) if such release involves a Tier II Property, the Required Lenders shall have approved such release in writing unless (i) such property is being sold, (ii) the Net Sales Proceeds from such sale are in excess of the Borrowing Base Availability attributable to such property, and (iii) such Net Sales Proceeds are paid to the Agent for title endorsements required by the account of the Lender as an additional release price which is applied to reduce the outstanding principal balance of the Loans as provided in §3.4. Notwithstanding the foregoing, in the event that any Borrowing Base Property is to be released from a Mortgage, Agent may condition such release upon (x) the increase of the coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the proposed releaseMortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the Obligations.

Partial Release of Collateral. Except as expressly set forth below (a) In connection with any Obligor’s consummation of an Asset Disposition in compliance with the provisions of this SectionAgreement, Lender shall have no obligation to release any the Liens of the Collateral until all Agent in the Asset Disposition Collateral in respect of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, such Asset Disposition shall be released and all obligations of Lender under this Agreement right, title and the other Loan Documents have terminated. Borrower interest therein shall be entitled revert to obtain releases of Projects from the Lien of the Loan Documents, provided that all such Obligor and its successors and assigns upon satisfaction of the following conditions are satisfied conditions: (i) if such Asset Disposition is not an Approved Asset Disposition and if the net book value of such Asset Disposition Collateral, together with the aggregate net book value of all other Asset Disposition Collateral which was the subject of an Asset Disposition (other than an Approved Asset Disposition) in the then current calendar year, is $5,000,000 or less, the Collateral Agent shall, at such Obligor’s request and expense, release all of its Liens with respect to such Asset Disposition Collateral as soon as reasonably possible (but no later than the consummation of such Asset Disposition) provided that the Company shall have delivered to the Collateral Agent and to each proposed release holder of a Project Secured Obligations an Asset Disposition Certificate in respect of such Asset Disposition at least twenty (20) days prior to the “Release Project”):consummation of such Asset Disposition; or (1ii) Borrower has if such Asset Disposition is not an Approved Asset Disposition and if the net book value of such Asset Disposition Collateral, together with the aggregate net book value of all other Asset Disposition Collateral which was the subject of an Asset Disposition (other than an Approved Asset Disposition) in the then current calendar year, is more than $5,000,000, the Collateral Agent shall, at the Company’s request and expense, release all of its Liens with respect to such Asset Disposition Collateral no later than the consummation of such Asset Disposition; provided Lender with that (a) the Company shall have delivered to the Collateral Agent and to each holder of Secured Obligations an Asset Disposition Certificate in respect of such Asset Disposition at least thirty (30) days prior to the proposed consummation date of such Asset Disposition, and (or five b) the Requisite Parties do not instruct the Collateral Agent to not release the Asset Disposition Collateral within such thirty (530) days for day period; or (iii) if such Asset Disposition is an Approved Asset Disposition approved by the Requisite Parties as provided in the definition thereof, then the Collateral Agent shall, at the Company’s request and expense, release all of its Liens with respect to the Asset Disposition Collateral which is the subject of such Approved Asset Disposition no later than the consummation of such Asset Disposition. In each such instance, upon satisfaction of the foregoing conditions, the Collateral Agent will promptly, at the Company’s written request and expense; (i) execute and deliver to the Company such documents as the Company shall reasonably request and provide to evidence the release of its Lien in such Asset Disposition Collateral and (ii) deliver or cause to be delivered to the “ 1195 LanhamObligors, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) all Property of the proposed release together with copies Obligors constituting such Asset Disposition Collateral then held by the Collateral Agent or any agent thereof so long as, in each such case, the Collateral Agent obtains a perfected security interest in Collateral received as proceeds of any documents such Asset Disposition, and it shall have received an opinion of nationally recognized independent outside counsel to such effect if such Collateral is real estate or property in which Borrower requests that Lender execute in connection with such proposed releasea security interest is perfected by means other than the filing of a financing statement. (2b) Except for Whether or not instructed by the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout PeriodSecured Parties, the proposed Collateral Agent may release shall be requested in connection with a bona fide sale any Collateral and may provide any release, termination statement or instrument of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization subordination required by order of a Project court of competent jurisdiction. (c) To the extent that the Loan Documents of any party permit any Disposition to which such party’s consent is required pursuant to this Section 13.6, such party agrees to provide that consent promptly following a written request by the Company. But nothing in this Section 13.6 shall (i) be deemed to imply any waiver of any restriction on Dispositions under the Bank Credit Agreement Documents, the Note Documents, the Trade Agreement, the Additional Debt Documents or any other transaction other than a bona fide sale to a third party purchaser except for Loan Document, or (ii) without the release prior written consent of the “1195 LanhamRequisite Parties, MD” Project completed within ninety (90) days after authorize the Closing Date. (3) For Collateral Agent in any proposed release occurring after bankruptcy case to enter into any agreement for, or give any authorization or consent with respect to, the Lockout Period, concurrently with the requested release, fee title post-petition usage of Collateral. Notwithstanding anything to the Release Projectcontrary in this Agreement (including Section 14.11) or in any Security Document, nothing in this Agreement or the ownership interests in the current owners thereof, any Security Document shall or shall be transferred construed as waiving, modifying or otherwise altering any obligation of any Secured Party to a Person other than Borrower, release any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project Collateral from the Lien of any Security Document upon the terms and conditions contained in any Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereofDocument. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except as expressly set forth below in this SectionIn the event that any Borrower or Borrowers (“Releasing Borrower”) sells one or more (but not all) of the Projects to an arms-length third party purchaser, Lender shall have no obligation agrees to release any such Project (“Released Property”) from the lien of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the applicable Loan Documents, provided that all of upon Releasing Borrower’s written request, subject to the following conditions are satisfied as to each proposed release of a Project (the “Release Project”):terms and conditions: (1i) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on On the date on which Borrower delivers the Partial Release Notice to Lender, or of Releasing Borrower’s request and on the date of the requested scheduled release., there shall be no Event of Default; (5ii) IfOn the date of Releasing Borrower’s request tenants will be in occupancy, after giving effect open for business and paying rent in at least 90% of the square footage of the remaining Projects; (iii) On the date requested by Releasing Borrower for such release, Releasing Borrower shall pay to Lender a “Release Payment” equal to 115% of the requested release (and the resulting decrease in the Borrowing Base), the then outstanding principal balance of the Loan exceeds allocated to such Released Property calculated as follows: the Borrowing Baseunpaid principal balance of the Loan immediately prior to such Release Payment multiplied by the Allocated Loan Percentage for such Released Property. After the Release Payment has been utilized to payoff the portion of the Loan allocated to the Released Property in full, the balance of such Release Payment will be applied pro rata to pay down the Allocated Loan Amount for the remaining Projects, based on the Revised Allocation Loan Percentage as set forth in (vii) below; (iv) On the date scheduled for release, Releasing Borrower shall have paid pay the appropriate Prepayment Premium in accordance with the prepayment provisions of the Note based on the amount of the principal balance being paid; (v) On the date scheduled for release, in addition to the applicable Release Payment, Releasing Borrower shall pay to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and actual expenses incurred by Lender in connection with the proposed such release, including without limitation, any title insurance charges and reasonable attorneys’ fees and expenses; (vi) All recording costs for the release documents shall be paid by Releasing Borrower; and (vii) At the time of a partial release as set forth above, Borrower agrees to amend Exhibit C attached to this Agreement in order to delete the Released Property therefrom and all title insurance premiums revise the Allocated Loan Percentage for title endorsements required each of the remaining Projects so that the Allocated Loan Percentage with respect to each such remaining Project (“Revised Allocation Loan Percentage”) is equal to the ratio, expressed as a percentage of (i) the Allocated Loan Percentage of such Project immediately prior to such partial release, divided by Lender in connection with (ii) the proposed releasedifference between 100% and the Allocated Loan Percentage of the Released Property. By way of example only, if the outstanding principal balance of the Allocated Loan Amount of the Released Property is $5,000,000.00, the Release Payment is $5,750,000.00 and the $750,000.00 excess after the payoff for the Released Property is to be allocated among the remaining Projects based on the Revised Allocated Loan Percentage.

Partial Release of Collateral. Except as expressly set forth below Upon any Disposition of any item of Collateral of any Grantor in this Section, Lender shall have no obligation to release any accordance with the terms of the Credit Agreement, (i) so long as the Collateral until all of Borrower’s indebtedness and obligations under Trustees shall not be required to execute a release or release possession with respect thereto, the Loan Documents have been paid and performed security interest in fullsuch Collateral shall be released automatically, and all obligations without further action, and (ii) under any other circumstance, (x) upon the delivery to the Collateral Trustees of Lender under this a certificate of the Borrower to the effect that such Disposition is in accordance with the terms of the Credit Agreement and (y) within five Business Days after notice to the Required Representative, the Payment Agent and each other Loan Documents Representative of the receipt by the Collateral Trustee of such a certificate, if prior to the end of such period the Collateral Trustees have terminated. Borrower not received a written objection from the Required Representative or the Payment Agent, the security interest in such Collateral shall be entitled released and the Collateral Trustees will, at such Grantor's expense, execute and deliver to obtain releases of Projects from the Lien of the Loan Documentssuch Grantor, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. proposed release (5or as promptly thereafter as possible), a release or releases (including, without limitation, Uniform Commercial Code release statements and instruments of satisfaction, discharge and/or reconveyance) Ifin recordable form as to the applicable Collateral from the liens, security interests, conveyances and assignments evidenced by the Collateral Documents, which release shall state that it is effective as of the date of such Disposition; provided, however, that if such Disposition would result in a prepayment under Section 2.04(b) of the Credit Agreement, then an Authorized Officer of the Borrower shall be required to deliver a notice at least five Business Days prior to the date of such Disposition which notice shall (i) specify the Collateral to be so sold or otherwise disposed of and the proposed date of such Disposition, and (ii) certify that the Net Proceeds of such Collateral will be applied in accordance with the Credit Agreement and this Agreement, and the Grantors are not, and after giving effect to such release, would not be, in Default under the requested Credit Agreement; provided, further, that, if prior to the time that the Collateral Trustees deliver a release (and the resulting decrease in the Borrowing Basepursuant to this Section 8.01(a), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower Collateral Trustees shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project received a Collateral Trust Agreement Default Notice that shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, have been withdrawn prior to such time and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) Required Representative shall not exceed thirty-five percent (35%) of have directed the sum of Collateral Trustees to deliver such a release, then the Valuation Amounts for all remaining Projects. (7) Lender Collateral Trustees shall have prepared, so notify the Grantors and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the not sign any release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and expenses incurred by Lender releases in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed releasesuch Disposition.

Partial Release of Collateral. Except as expressly set forth below in this SectionIn the event that any Borrower or Borrowers (“Releasing Borrower”) sells one or more (but not all) of the Projects to an arms-length third party purchaser, Lender shall have no obligation agrees to release any such Project (“Released Property”) from the lien of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the applicable Loan Documents, provided that all of upon Releasing Borrower’s written request, subject to the following conditions are satisfied as to each proposed release of a Project (the “Release Project”):terms and conditions: (1i) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on On the date on which Borrower delivers the Partial Release Notice to Lender, or of Releasing Borrower’s request and on the date of the requested scheduled release., there shall be no Event of Default; (5ii) IfOn the date of Releasing Borrower’s request tenants will be in occupancy, after giving effect open for business and paying rent in at least 90% of the square footage of the remaining Projects; (iii) On the date requested by Releasing Borrower for such release, Releasing Borrower shall pay to Lender a “Release Payment” equal to 115% of the requested release (and the resulting decrease in the Borrowing Base), the then outstanding balance of the Loan exceeds multiplied by the Borrowing BaseAllocated Loan Percentage shown on Exhibit “C” for the Released Property; (iv) On the date scheduled for release, Releasing Borrower shall have paid pay the appropriate Prepayment Premium in accordance with the prepayment provisions of the Note based on the amount of the principal balance being paid; (v) On the date scheduled for release, in addition to the applicable Release Payment, Releasing Borrower shall pay to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and actual expenses incurred by Lender in connection with the proposed such release, including without limitation, any title insurance charges and reasonable attorneys’ fees and expenses; (vi) All recording costs and all title insurance premiums for title endorsements required the release documents shall be paid by Lender in connection with Releasing Borrower; and (vii) The Release Payment will be applied pro-rata to pay down the proposed releaseAllocated Loan Amount (as shown on Exhibit “C”) for each of the remaining Projects based on the Allocated Loan Percentage.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have (a) Provided no obligation to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (Default or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default shall have occurred hereunder and be continuing (or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, would exist immediately after giving effect to the requested release (and the resulting decrease in the Borrowing Basetransactions contemplated by this §5.5), the outstanding balance Agent shall release a Borrowing Base Property (and if Borrower and/or a Subsidiary Guarantor has pledged its Equity Interests in the applicable Subsidiary Guarantor pursuant to the Assignment of Interests which Subsidiary Guarantor is to be released pursuant to §5.4(b), such release shall include the Equity Interests in the applicable Subsidiary Guarantor) upon the request of the Loan exceeds Borrower in connection with a sale or other permanent disposition or refinancing of such Borrowing Base Property, subject to and upon the Borrowing Base, following terms and conditions: (i) the Borrower shall have paid deliver to Lender the Excess.Agent written notice of its desire to obtain such release no later than ten (10) days prior to the date on which such release is to be effected; (6ii) The remaining Projects the Borrower shall be acceptable submit to Lender in its sole the Agent with such request a Compliance Certificate and absolute discretion. Without limiting Borrowing Base Certificate prepared using the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) financial statements of the sum Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements give effect to the Title Insurance Policies insuring the Liens proposed release and demonstrating that no Default or Event of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation Default with respect to the sale of the Release Project.covenants referred to therein shall exist after giving effect to such release; (10iii) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (iv) the Borrower shall have paid pay all reasonable costs and expenses incurred by Lender of the Agent in connection with the proposed such release, including attorneys’ fees without limitation, reasonable attorney’s fees; and (v) if applicable, the Borrower shall pay to the Agent for the account of the Lenders a release price, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans and costs and all title insurance premiums for title endorsements required by Lender Letter of Credit Liabilities so that no violation of the covenants set forth in connection with the proposed release§7.19 or §9.1 shall occur.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender Administrative Agent shall have no obligation to release any of the Collateral for the Loans until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender Administrative Agent and Lenders under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases a release of Projects the Satellite D Parcel (but not any other portion of the Project) from the Lien lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”):satisfied: (1a) Borrower has provided Lender with at least thirty fifteen (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date15) but not more than ninety sixty (9060) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender Administrative Agent execute in connection with such proposed release.; (2b) Except At the time the Partial Release Notice is given to Administrative Agent and the Lenders and at the time of such release, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (c) Concurrently with Administrative Agent’s release of the Satellite D Parcel, Borrower shall pay to Administrative Agent (for the ratable benefit of the Lenders) a release payment (the “Release Payment”) equal to the greatest of the following amounts (i) $1,400,000; (ii) Ninety percent (90%) of the Net Sales Proceeds from the sale of the Satellite D Parcel; or (iii) The amount which, when applied to the outstanding principal balance of the Loans, would result in an Loan-to-Value Ratio (after such application) of forty-eight percent (48%), based on the portion of the Project remaining as Collateral after giving effect to the proposed release. In connection therewith, at Administrative Agent’s option, Administrative Agent shall have received and approved an updated (within 90 days preceeding the proposed release) Appraisal of the portion of the Project remaining as Collateral at Borrower’s sole cost and expense; (d) The Satellite D Parcel and the portion of the Project remaining as Collateral shall each constitute a legally subdivided interest in real property, and the release of the “1195 Lanham, MD” Project completed within ninety Satellite D Parcel will not (90i) days after violate any requirements of any document of record covering the Closing Date, for any proposed release occurring during Satellite D Parcel or the Lockout Period, the proposed release shall be requested in connection with a bona fide sale portion of the Release Project remaining as Collateral in any material respect, (ii) cause the remainder of the Project to a third party purchaser (not an Affiliate be in violation of Borrower or any Borrower Party). During the Lockout Periodsetback, no partial release shall be permitted if requested in connection with a refinance zoning or other recapitalization similar restrictions in any material respect, or (iii) violate in any material respect any applicable laws regarding subdivisions, parcel maps and the division of a Project land into lots or any other transaction other than a bona fide sale parcels; (e) Borrower shall have delivered to a third party purchaser except for Administrative Agent evidence satisfactory to Administrative Agent in its reasonable discretion that the release Satellite D Parcel and the balance of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release release, shall not be dependent on each other or on any other parcel for compliance with any of the laws or restrictions described in paragraph (and d) above; (f) Borrower shall have delivered to Administrative Agent evidence satisfactory to Administrative Agent in its reasonable discretion that the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds Project, after giving effect to the Borrowing Baserelease, Borrower shall have paid adequate parking (either on-site or on adjacent property subject to Lender the Excess.recorded easement agreements acceptable to Administrative Agent); (6g) The remaining Projects Administrative Agent shall be acceptable to Lender satisfied in its sole and absolute discretion. Without limiting reasonable discretion that the foregoingremaining Project, after the Valuation Amount for any remaining Project shall not exceed twenty-five percent proposed release, has (25%) independent of the sum of the Valuation Amounts for all remaining ProjectsSatellite D Parcel) adequate ingress and egress to one or more physically open, publicly dedicated streets, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined is adequately serviced by the United States Office of Management public or onsite water systems, sewer or septic systems and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects.utilities; (7h) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender Administrative Agent such other instruments, certificates and documentation as Lender Administrative Agent shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens liens and security granted to Lender Administrative Agent under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the title insurance policy insuring the lien of the Deed of Trust encumbering the remainder of the Project; (i) Borrower shall have provided to Administrative Agent a tax parcel endorsement to the Title Insurance Policies insuring the Liens of the Mortgages encumbering Policy, or other evidence reasonably satisfactory to Lender, that the remaining Projects.Project shall be taxed as a separate tax parcel; (9j) Borrower shall have delivered to Lender Administrative Agent a copy of any the purchase and sale agreement and all other related material documentation with respect to the any sale of the Release Project.Satellite D Parcel; (10k) Borrower shall have delivered to Administrative Agent true, correct and complete copies of any mutual covenants, conditions and restrictions, easement agreements, plans or other agreements to be executed in connection with the release (if any) which affect the balance of the Project, all of which shall be in form and substance reasonably satisfactory to Administrative Agent and shall be in full force and effect contemporaneously with the release; and (l) Borrower shall have paid all reasonable costs and expenses incurred by Lender Administrative Agent and Lenders in connection with the proposed release, including reasonable out-of-pocket attorneys’ fees and costs (excluding fees and costs for in-house legal counsel) and all title insurance premiums for title endorsements required by Lender Administrative Agent in connection with the proposed release.

Partial Release of Collateral. Except (a) Each Pledgor may, from time to time so long as expressly set forth below in this Section, Lender no Actionable Default shall have no obligation to release any of the Collateral until all of Borrower’s indebtedness occurred and obligations under the Loan Documents have been paid and performed in fullbe continuing, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for request the release of the “ 1195 Lanhamlien and security interest of the Collateral Documents in any portion of the Collateral of such Pledgor proposed to be sold or otherwise disposed of by such Pledgor to any Person which is not a Pledgor hereunder, MD” Project completed within ninety upon notice to the Collateral Trustees (90with a copy to the Debt Coordinator and each Credit Party) days after the Closing Date) but not more than ninety from an Authorized Officer of USI (90) days prior written notice (the “a "Notice of Partial Release"), which Notice of Partial Release Notice”) shall be delivered to the Collateral Trustees, the Debt Coordinator and each Credit Party at least 10 Business Days prior to the date of the proposed release together with copies sale or other disposition of any documents such Collateral (the "Release Date") which Borrower requests that Lender execute and shall be accompanied by an Initial Certificate as defined in connection with such proposed release.Section 8.06 of the Master Agreement and, without limitation, shall (2i) Except for specify the release Collateral to be so sold or otherwise disposed of and the proposed date of such sale or other disposition, and (ii) certify that the sale of other disposition of such Collateral is permitted under the terms of the “1195 LanhamMaster Agreement, MD” Project completed within ninety the Net Proceeds thereof will be applied in accordance with the Master Agreement and the Borrowers are not, and after giving effect to such release, would not be, in default under any of the Secured Agreements. If a Notice of Partial Release and Initial Certificate are delivered to the Collateral Trustees in accordance with the immediately preceding sentence, the Collateral Trustees shall, once they receive a certificate from the Required Representative which provides that (90A) days after such Notice and Initial Certificate were timely delivered to the Closing Debt Coordinator and each of the Credit Parties, and was otherwise in compliance with the requirements of Section 8.06 of the Master Agreement and (B) on the Release Date, all further requirements of said Section 8.06 had been complied with and that no basis had arisen under such Section for any proposed release occurring during the Lockout Periodobjecting to, and that no proper objection had been raised with respect to, the proposed partial release shall be requested in connection with a bona fide sale of Collateral on the Release Project Date, execute and deliver to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout PeriodUSI, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. proposed release (5or as promptly thereafter as possible), a release or releases as shall be prepared by USI at its own expense and approved by the Debt Coordinator and Collateral Trustees (including, without limitation, Uniform Commercial Code release statements and instruments of satisfaction, discharge and/or reconveyance) If, after giving effect in recordable form as to the requested release (Collateral specified in such Notice of Partial Release from the liens, security interests, conveyances and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined assignments evidenced by the United States Office of Management and Budget) Collateral Documents, which release shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As state that it is effective as of the date of such disposition; provided, however, that, if prior to the time that the Collateral Trustees deliver a release of Release Project pursuant to this Section 8.01(a), the Collateral Trustees shall have received either (A) an Actionable Default Notice that shall not have been withdrawn prior to such time and the Required Representatives shall have directed the Collateral Trustees either not to deliver such a release or not to deliver releases generally or (B) a written objection from the Lien of Debt Coordinator stating that such sale or other disposition is not permitted under the Loan DocumentsMaster Agreement or the Credit Agreements, then, in either case, the Collateral Trustees shall so notify USI and shall not sign any release or releases in connection with such revised schedules shall be deemed to supersede and replace the prior versions thereofdisposition. (8) Borrower b) If, at any time, the Collateral Trustees shall have executed and delivered to Lender such receive a notice from an Authorized Officer of USI, (i) stating that any promissory note or other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm similar or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements related instrument evidencing obligations payable to any Pledgor and included in the Collateral has been paid in full in accordance with its terms (or will be so paid concurrently with the surrender thereof), and (ii) identifying such promissory note or other instrument in reasonable detail (including, without limitation, by its date of issuance, the Loan Documents name of its payee and endorsements to the Title Insurance Policies insuring principal amount thereof), then the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower Collateral Trustees shall have delivered to Lender promptly deliver a copy of each such promissory note to each Representative and, unless any purchase and sale agreement and all other related documentation with respect to Representative shall have disputed the sale accuracy of such notice within five Business Days of the Release Projectdelivery of such promissory note, the Collateral Trustees shall promptly deliver such note or other instrument to USI, and execute and deliver a release or releases (including, without limitation, Uniform Commercial Code release statements) in recordable form as to any such promissory note or other instrument from the liens, security interests, conveyances and assignments evidenced by the Collateral Documents, which release shall state that it is effective as of the date of its delivery. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have Provided no obligation to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (Default or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default shall have occurred hereunder and be continuing (or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, would exist immediately after giving effect to the requested release (and the resulting decrease in the Borrowing Basetransactions contemplated by this §5.5), the outstanding balance Agent shall release a Borrowing Base Property and the personal property solely used on or with respect to such Borrowing Base Property pledged under the Mortgage applicable thereto from the Mortgage and Assignment of Leases and Rents and the related Equity Interests in the owner or lessee of such Borrowing Base Property pledged pursuant to the Assignment of Interests (provided that such Person does not directly or indirectly own or lease another Borrowing Base Property) upon the request of the Loan exceeds Borrower in connection with a sale or other permanent disposition or refinancing of such Borrowing Base Property or collateral substitution to cure a Default as provided in §12.2, subject to and upon the Borrowing Base, following terms and conditions: (a) the Borrower shall have paid deliver to Lender the Excess.Agent written notice of its desire to obtain such release no later than ten (10) days prior to the date on which such release is to be effected; (6b) The remaining Projects the Borrower shall be acceptable submit to Lender in its sole the Agent with such request a Compliance Certificate and absolute discretion. Without limiting Borrowing Base Certificate prepared using the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) financial statements of the sum Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements give effect to the Title Insurance Policies insuring the Liens proposed release and demonstrating that no Default or Event of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation Default with respect to the sale of the Release Project.covenants referred to therein shall exist after giving effect to such release; (10c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall have paid pay all reasonable costs and expenses incurred by Lender of the Agent in connection with the proposed such release, including attorneys’ fees without limitation, reasonable attorney’s fees; and (e) the Borrower shall pay to the Agent for the account of the Lenders for the release of such Borrowing Base Property, a payment which shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans and costs Letter of Credit Liabilities so that no violation of the covenant set forth in §9.1 shall occur; and all title insurance premiums Notwithstanding the foregoing, in the event that any Borrowing Base Property is to be released from a Mortgage, Agent may condition such release upon (x) the increase of the coverages under the Title Policies for title endorsements required by Lender the remaining Borrowing Base Properties subject to Mortgages to 100% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the proposed releaseMortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the Obligations.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving US_ACTIVE\121755035\V-6 effect to the transactions contemplated by this §5.5), the Agent shall release a Mortgaged Property or Equity Interests from the lien or security title of the Security Documents encumbering the same (and if such Collateral is a Mortgaged Property, such release shall include the Equity Interests in the applicable Subsidiary Guarantor) upon the request of the Borrower in connection with a sale or other permanent disposition or refinancing of such Mortgaged Property or other Real Estate to which the Equity Interests relate, as applicable, subject to and upon the following terms and conditions: (a) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no obligation later than ten (10) days prior to the date on which such release is to be effected; (b) the Borrower shall submit to the Agent with such request a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; provided, that, with respect to any release of the Collateral until all for the 20-00 00xx Xxxxxx and 612 Wxxxxxx Mortgaged Properties pursuant to this §5.5 or §5.6 below, at Borrower’s request, Agent agrees to deliver an assignment of one or more of the Security Documents securing such Mortgaged Property, without recourse, covenant or warranty of any nature, express or implied (other than as to authority and that the assignor is then the current holder of the Security Documents being assigned), to the holder of any mortgage providing a refinancing of such Mortgaged Property (other than Borrower, an affiliate of Borrower or a nominee of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full); provided, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower that, any such assignment shall be entitled to obtain releases conditioned on the following, (i) payment by Borrower of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute Agent’s reasonable fees and out-of-pocket expenses incurred in connection with such proposed release.assignment (including without limitation, Agent’s reasonable attorneys’ fees for the preparation, delivery and performance of such an assignment); (ii) Borrower shall have caused the delivery of an executed Statement of Oath under Section 275 of the New York Real Property Law; (iii) such an assignment is not then prohibited by any federal, state or local law, rule, regulation, order, or by any other governmental authority; (iv) Borrower shall provide such other items, information and documents which are customarily provided for such assignments and reasonably necessary in the determination of Lender to effectuate such assignment, and (v) Borrower shall be responsible for all taxes, recording fees and other charges payable in connection with any such assignment; (2d) Except the Borrower shall pay all reasonable costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the gross amount received by Borrower or its Subsidiary in connection with such sale, disposition or refinancing less normal and customary closing costs paid to third parties (such amount, the “Net Disposition Proceeds”); provided, further, that in US_ACTIVE\121755035\V-6 connection with the release of 950 Bridgeport as a Mortgaged Property, any portion of the “1195 LanhamNet Disposition Proceeds that are applied to reduce the outstanding principal balance of the Swing Loans or the Revolving Credit Loans (either at the instruction of the Borrower or, MD” Project completed within ninety in the absence of such instruction, as provided in §3.4) shall also result in a pro rata reduction of the Total Revolving Credit Commitment (90) days after unless and until the Closing DateTotal Commitment has been reduced to $70,000,000.00 or less); and provided, for any proposed release occurring during the Lockout Periodhowever, that in connection with, and as a condition to, the proposed release of either or both of 20-00 00xx Xxxxxx and 612 Wxxxxxx as Mortgaged Properties, (i) the release price shall be the amount (if any) which, when applied to the outstanding principal balance of the Term Loans, Swing Loans and/or Revolving Credit Loans, would result in an aggregate outstanding principal balance of such of the Term Loans, Swing Loans and/or Revolving Credit Loans being $70,000,000.00 or less, and (ii) any portion of such release price determined in accordance with the foregoing clause (i) that is applied to the outstanding principal balance of the Swing Loans or the Revolving Credit Loans (either at the instruction of the Borrower or, in the absence of such instruction, as provided in §3.4) shall also result in a pro rata reduction of the Total Revolving Credit Commitment, such that after giving effect to such prepayment and reduction, if any, the Total Commitment shall be no more than $70,000,000.00; and (f) if such release is requested in connection with a bona fide sale financing or refinancing of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance such Mortgaged Property or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing BaseReal Estate, Borrower shall have paid to Lender complied with the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) terms of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining ProjectsAgreement Regarding Fees. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have no obligation to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the partial release of the “ 1195 Lanham, MD” Project completed within ninety applicable Mezzanine Loan or B Note and release of Lender’s security interests and liens thereon (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the a “Partial Release NoticeRelease”) of subject to the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release.following terms and conditions: (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9a) Borrower shall have delivered to the Lender a copy written request for a Partial Release in the form of any purchase Exhibit G which request shall include (A) the proposed effective date of the Partial Release and sale agreement (B) documents effecting the Partial Release in form and all other related documentation substance satisfactory to Lender; (b) No Default or Event of Default shall have occurred and be continuing, unless the Partial Release of the applicable Collateral shall cure such Default or Event of Default; (c) Lender shall have received, simultaneously with the Partial Release, prepayment in full of the Release Price with respect to the sale Mezzanine Loans or B Notes subject to the requested Partial Release (reduced by application of the Release Project. (10) Borrower shall have paid any amounts applied pursuant to Section 2.04), and payment of all reasonable costs and expenses expenses, including, without limitation, legal fees and disbursements, incurred by Lender in connection effecting the Partial Release; and (d) Lender shall have received, simultaneously with the proposed releasePartial Release, including attorneys’ fees a certificate signed by a duly authorized officer of Borrower, dated the date of the Partial Release, stating that (A) all of the conditions set forth in this Section 8.01 have been satisfied and costs (B) the Partial Release of the applicable Mezzanine Loan or B Note complies with all of the terms and provisions of this Agreement. Provided the conditions precedent to such Partial Release set forth in this Section 8.01 have been satisfied, Lender shall, simultaneously with such payment, execute and deliver to Borrower all title insurance premiums for title endorsements documents provided by Borrower and required by Lender to effect the Partial Release and deliver to Borrower all documents comprising the related Legal File in connection with the proposed releaseits possession.

Partial Release of Collateral. Except (a) The Grantor may, from time to time so long as expressly set forth below in this Section, Lender shall have no obligation to release any of Actionable Default Notice has been received by the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) Trustee (or five (5) days for if an Actionable Default Notice has been received, it has been withdrawn), request the release of the “ 1195 Lanhamlien and security interest of the Shared Collateral Documents in any portion of the Collateral of the Grantor proposed to be sold or otherwise disposed of by the Grantor to any other Person, MD” Project completed within ninety upon notice to the Collateral Trustee from the Chief Financial Officer, Treasurer or Controller of the Grantor (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “a "Notice of Partial Release"), which Notice of Partial Release Notice”) shall be delivered to the Collateral Trustee and the Beneficiary Agent at least ten Business Days prior to the date of the proposed release together sale or other disposition of such Collateral (unless a shorter period of time is acceptable to the Collateral Trustee and the Beneficiary Agent) and shall (i) specify the Collateral to be so sold or otherwise disposed of and the proposed date of such sale or other disposition, and (ii) certify that the sale of other disposition of such Collateral is in compliance with copies under the terms of the Secured Agreements, and no Grantor is, and after giving effect to such release, would not be, in default under any documents which Borrower requests that Lender execute of the Secured Agreements. If a Notice of Partial Release is delivered to the Collateral Trustee in connection accordance with the immediately preceding sentence and the Beneficiary Agent, on behalf of the Beneficiaries, shall have so approved such action in writing prior to the date of the proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release security interest in such Collateral shall automatically, without further action, be requested in connection with a bona fide sale of released and the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release Collateral Trustee shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title execute and deliver to the Release ProjectGrantor, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. proposed release (5or as promptly thereafter as possible), a release or releases (including, without limitation, Uniform Commercial Code release statements and instruments of satisfaction, discharge and/or reconveyance) If, after giving effect in recordable form provided by the Grantor as to the requested release (Collateral specified in such Notice of Partial Release from the liens, security interests, conveyances and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined assignments evidenced by the United States Office of Management and Budget) Shared Collateral Documents, which release shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As state that it is effective as of the date of such disposition; provided, however, that, if prior to the time that the Collateral Trustee delivers a release of Release Project pursuant to this Section 8.01(a), the Collateral Trustee shall have received either (A) an Actionable Default Notice that shall not have been withdrawn prior to such time and the Required Beneficiary shall have directed the Collateral Trustee either not to deliver such a release or not to deliver releases generally or (B) a written objection from the Lien of Beneficiary Agent stating that such sale or other disposition is not permitted under the Loan DocumentsGuarantee and Agreement, then, in either case, the Collateral Trustee shall so notify the Grantor and shall not sign any release or releases in connection with such revised schedules shall be deemed to supersede and replace the prior versions thereofdisposition. (8) Borrower b) If, at any time, the Collateral Trustee shall have executed and delivered to Lender such other instrumentsreceive a written notice from the Chief Financial Officer, certificates and documentation as Lender shall reasonably request in order to preserve, confirm Treasurer or secure the validity and priority Controller of the remaining Liens and security granted to Lender under the Loan DocumentsGrantor, including (i) stating that any amendments, modifications promissory note or supplements to any of the Loan Documents and endorsements other similar or related instrument evidencing obligations payable to the Title Insurance Policies insuring Grantor and included in the Liens Collateral has been paid in full in accordance with its terms (or will be so paid concurrently with the surrender thereof), and (ii) identifying such note or other instrument in reasonable detail (including, without limitation, by its date of issuance, the Mortgages encumbering name of its payee and the remaining Projects. (9) Borrower principal amount thereof), then the Collateral Trustee shall have delivered to Lender promptly deliver a copy of each such notice to each Representative and, unless any purchase and sale agreement and all Representative shall have disputed the accuracy of such notice within five Business Days after the delivery of such notice, the Collateral Trustee shall promptly deliver such note or other related documentation with respect instrument to the sale Grantor, and promptly execute and deliver a release or releases (including, without limitation, Uniform Commercial Code release statements) in recordable form provided by the Grantor as to any such note or other instrument from the liens, security interests, conveyances and assignments evidenced by the Shared Collateral Documents, which release shall state that it is effective as of the Release Projectdate of its delivery. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have no obligation agrees to release any from time to time, one or more of the Collateral until all Sites from the lien of the Mortgage, upon Borrower’s written request, subject to the following terms and conditions: (a) The aggregate principal balance of the Note or Notes secured by the First Mortgages encumbering the Site(s) to be released shall not exceed $33,434,500.00, on a cumulative basis; (b) On the date of Borrower’s indebtedness request and obligations under on the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien date of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed scheduled release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential shall have occurred and be continuing; provided, however, that if an Event of Default has occurred and is continuing on that is caused solely by a non-monetary default that is specific to a single Site and which Event of Default can be cured by a release of such Site in accordance with this Article, Borrower may obtain the release of such Site in accordance with this Article notwithstanding the existence of such Event of Default; (c) On the date on which requested by Borrower delivers the Partial Release Notice for such release, Borrower shall pay to Lender, or on the date of the requested release. (5) If, after giving effect Lender a release payment equal to the requested release (and sum of: the resulting decrease in the Borrowing Base), the then outstanding principal balance of the Loan exceeds Note secured by the Borrowing BaseFirst Mortgage encumbering each Site to be released, Borrower shall have paid plus five percent (5%) of such principal amount (the “Five Percent Payment”); plus, if applicable, the prepayment premium calculated pursuant to Lender the Excess.Note secured by the First Mortgage on each Site being released; (6d) The remaining Projects principal amount of the Note secured by the First Mortgage encumbering each Site is as follows: TX Land $ 19,185,000.00 GA Land $ 21,629,000.00 PA Land $ 26,055,000.00 Each Five Percent Payment shall be acceptable applied to reduce the principal amount of the remaining Notes on a pro rata basis as determined by Lender in its sole and absolute reasonable discretion. Without limiting Upon such election by Lender, such chart shall be amended pursuant to an amendment to this Agreement prepared by Lender at Borrower’s expense. The balance of the foregoing, release payment (excluding the Valuation Amount for any remaining prepayment penalty) shall be applied against the outstanding principal balance of the Note secured by the First Mortgage on each released Site; (e) The Loan to value ratio of the Project shall immediately after the release of the Site(s) will not exceed twenty-five percent (25%) the Loan to value ratio of the sum of Project (including the Valuation Amounts for all remaining ProjectsSite(s) proposed to be released) immediately prior to the proposed release, and the Valuation Amounts for all remaining Projects located as determined by Lender in the same “Metropolitan Statistical Area” its reasonable discretion (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(Athe right to prepay a portion of the Loan (together with any applicable prepayment premium) in order to satisfy this requirement), l.(B) and 4.1, in each case revised which prepayment shall be allocated to exclude the Release Project and, if applicable, its Subsidiary owner. As outstanding principal balance of the date remaining unpaid Notes on a pro rata basis); (f) The Debt Coverage Ratio of the Project after the release of Release the Site(s) will not be less than the Debt Coverage Ratio for the Project prior to the release, as determined by Lender in its reasonable discretion As used herein, “Debt Coverage Ratio” shall mean the ratio of the projected annual net rent from the Lien Project for the next 12 months (i.e., the annual gross rent, net of any taxes, insurance, and other operating expenses plus a reasonable amount for a reserve for capital repairs not to exceed ten cents ($0.10) per square foot) to the annual debt service on the Loan for such period (and Borrower shall have the right to prepay a portion of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request together with any applicable prepayment premium) in order to preservesatisfy this requirement), confirm or secure which prepayment shall be allocated to the validity and priority outstanding principal balance of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender unpaid Notes on a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.pro rata basis);

Partial Release of Collateral. Except as expressly set forth below (a) In connection with any Obligor's consummation of an Asset Disposition in compliance with the provisions of this SectionAgreement, Lender shall have no obligation to release any the Liens of the Collateral until all Agent in the Asset Disposition Collateral in respect of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, such Asset Disposition shall be released and all obligations of Lender under this Agreement right, title and the other Loan Documents have terminated. Borrower interest therein shall be entitled revert to obtain releases of Projects from the Lien of the Loan Documents, provided that all such Obligor and its successors and assigns upon satisfaction of the following conditions are satisfied conditions: (i) if such Asset Disposition is not an Approved Asset Disposition and if the net book value of such Asset Disposition Collateral, together with the aggregate net book value of all other Asset Disposition Collateral which was the subject of an Asset Disposition (other than an Approved Asset Disposition) in the then current calendar year, is $5,000,000 or less, the Collateral Agent shall, at such Obligor's request and expense, release all of its Liens with respect to such Asset Disposition Collateral as soon as reasonably possible (but no later than the consummation of such Asset Disposition) provided that the Company shall have delivered to the Collateral Agent and to each proposed release holder of a Project Secured Obligations an Asset Disposition Certificate in respect of such Asset Disposition at least twenty (20) days prior to the “Release Project”):consummation of such Asset Disposition; or (1ii) Borrower has if such Asset Disposition is not an Approved Asset Disposition and if the net book value of such Asset Disposition Collateral, together with the aggregate net book value of all other Asset Disposition Collateral which was the subject of an Asset Disposition (other than an Approved Asset Disposition) in the then current calendar year, is more than $5,000,000, the Collateral Agent shall, at the Company's request and expense, release all of its Liens with respect to such Asset Disposition Collateral no later than the consummation of such Asset Disposition; provided Lender with that (a) the Company shall have delivered to the Collateral Agent and to each holder of Secured Obligations an Asset Disposition Certificate in respect of such Asset Disposition at least thirty (30) days prior to the proposed consummation date of such Asset Disposition, and (or five b) the Requisite Parties do not instruct the Collateral Agent to not release the Asset Disposition Collateral within such thirty (530) days for day period; or (iii) if such Asset Disposition is an Approved Asset Disposition approved by the Requisite Parties as provided in the definition thereof, then the Collateral Agent shall, at the Company's request and expense, release all of its Liens with respect to the Asset Disposition Collateral which is the subject of such Approved Asset Disposition no later than the consummation of such Asset Disposition. In each such instance, upon satisfaction of the foregoing conditions, the Collateral Agent will promptly, at the Company's written request and expense; (i) execute and deliver to the Company such documents as the Company shall reasonably request and provide to evidence the release of its Lien in such Asset Disposition Collateral and (ii) deliver or cause to be delivered to the “ 1195 LanhamObligors, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) all Property of the proposed release together with copies Obligors constituting such Asset Disposition Collateral then held by the Collateral Agent or any agent thereof so long as, in each such case, the Collateral Agent obtains a perfected security interest in Collateral received as proceeds of any documents such Asset Disposition, and it shall have received an opinion of nationally recognized independent outside counsel to such effect if such Collateral is real estate or property in which Borrower requests that Lender execute in connection with such proposed releasea security interest is perfected by means other than the filing of a financing statement. (2b) Except for Whether or not instructed by the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout PeriodSecured Parties, the proposed Collateral Agent may release shall be requested in connection with a bona fide sale any Collateral and may provide any release, termination statement or instrument of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization subordination required by order of a Project court of competent jurisdiction. (c) To the extent that the Loan Documents of any party permit any Disposition to which such party's consent is required pursuant to this Section 14.6, such party agrees to provide that consent promptly following a written request by the Company. But nothing in this Section 14.6 shall (i) be deemed to imply any waiver of any restriction on Dispositions under the Reimbursement Agreements, the Note Documents, the Trade Agreement, the Additional Debt Documents or any other transaction other than a bona fide sale to a third party purchaser except for Loan Document, or (ii) without the release prior written consent of the “1195 LanhamRequisite Parties, MD” Project completed within ninety (90) days after authorize the Closing Date. (3) For Collateral Agent in any proposed release occurring after bankruptcy case to enter into any agreement for, or give any authorization or consent with respect to, the Lockout Period, concurrently with the requested release, fee title post-petition usage of Collateral. Notwithstanding anything to the Release Projectcontrary in this Agreement (including Section 14.11) or in any Security Document, nothing in this Agreement or the ownership interests in the current owners thereof, any Security Document shall or shall be transferred construed as waiving, modifying or otherwise altering any obligation of any Secured Party to a Person other than Borrower, release any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project Collateral from the Lien of any Security Document upon the terms and conditions contained in any Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereofDocument. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have no obligation to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the partial release of the “ 1195 Lanham, MD” Project completed within ninety applicable Mortgage Loan or B Note and release of Lender's security interests and liens thereon (90a "PARTIAL RELEASE") days after subject to the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release.following terms and conditions: (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9a) Borrower shall have delivered to the Lender a copy written request for a Partial Release in the form of any purchase EXHIBIT K which request shall include (A) the proposed effective date of the Partial Release and sale agreement (B) documents effecting the Partial Release in form and all other related documentation substance satisfactory to Lender; (b) No Default or Event of Default shall have occurred and be continuing; (c) Lender shall have received, simultaneously with the Partial Release, prepayment in full of the Release Price with respect to the sale Mortgage Loans or B Notes subject to the requested Partial Release (reduced by application of the Release Project. (10) Borrower shall have paid any amounts applied pursuant to SECTION 2.04), and payment of all reasonable costs and expenses expenses, including, without limitation, legal fees and disbursements, incurred by Lender in connection effecting the Partial Release; and (d) Lender shall have received, simultaneously with the proposed releasePartial Release, including attorneys’ fees a certificate signed by a duly authorized officer of Borrower, dated the date of the Partial Release, stating that (A) all of the conditions set forth in this SECTION 8.01 have been satisfied and costs (B) the Partial Release of the applicable Mortgage Loan or B Note complies with all of the terms and provisions of this Agreement. Provided the conditions precedent to such Partial Release set forth in this SECTION 8.01 have been satisfied, Lender shall, simultaneously with such payment, execute and deliver to Borrower all title insurance premiums for title endorsements documents provided by Borrower and required by Lender to effect the Partial Release and deliver to Borrower all Mortgage Loan Documents or B Note and related documents, as the case may be, in connection with the proposed releaseits possession.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have no obligation to release any (a) From and after the third (3rd) anniversary of the Collateral until all Closing Date, upon the payment, in cash, by the applicable Borrower to the Lender of Borrower’s indebtedness and obligations under an amount equal to the Loan Documents have been paid and performed in fullRelease Price for the applicable Property, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. such Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the partial release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the applicable Property and release of the Lender’s security interests and liens thereon (a “1195 Lanham, MD” Project completed within ninety (90Partial Release”) days after subject to the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date.following terms and conditions: (3i) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9) applicable Borrower shall have delivered to the Lender a copy written request for a Partial Release in connection with a proposed sale in the form of any purchase Exhibit C attached hereto, which request shall include (A) the time and place of closing of the sale agreement and all other related documentation (B) documents effecting the Partial Release in form and substance satisfactory to the Lender; (ii) no Event of Default has occurred and in continuing (and would continue after the requested Partial Release); (iii) the pro forma Debt Service Coverage Ratio for the immediately preceding reporting period (as determined by Lender, exclusive of the Property or Properties subject to the request for Partial Release) shall be equal to or greater than (1) 1.30 to 1.0 when determined solely with respect to the sale Loan and (2) 1.15 to 1.0 when determined with respect to the Loan and the Mezzanine Loan; (iv) the Lender shall have received same day funds in the amount payable by the Borrowers under this Section 9.01 with respect to such Partial Release; (v) the Lender shall have received, simultaneously with the Partial Release, payment of all reasonable and documented costs and expenses, including, without limitation, legal fees and disbursements, incurred by the Lender in effecting the Partial Release; and (vi) the Lender shall have received, simultaneously with the Partial Release, a certificate signed by a duly authorized officer of the several parties of the applicable Borrower, dated the date of the Partial Release, stating that (A) all of the conditions set forth in this Section 9.01 have been satisfied and (B) the Partial Release Project.of the applicable Property complies with all of the terms and provisions of this Agreement; and (10vii) the Lender shall, within five (5) Business Days; after receipt by the Lender of the Borrowers’ request, deliver to Borrower shall have paid all costs and expenses incurred by Lender in connection with documents required to effect the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed releasePartial Release.

Partial Release of Collateral. Except as expressly Subject to the terms and conditions set forth below herein and in this Sectionreliance upon the representations and warranties herein contained, Lender shall have no obligation to release any the Administrative Agent and the undersigned Lenders hereby agree that, upon consummation of the Collateral until all Service Center Financing, the Service Center Mortgage shall be released and terminated and of Borrower’s indebtedness no further force and obligations under the Loan Documents have been paid and performed in fulleffect, and all obligations of Lender under this Agreement the Administrative Agent and the undersigned Lenders further agree to execute such termination statements, lien releases or any other Loan Documents have terminated. Borrower shall be entitled documents relating to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the such release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project Service Center Mortgage and to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or take any other transaction other than a bona fide sale reasonable action necessary to a third party purchaser except for effect the release of foregoing as the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1may reasonably request, in each case revised to exclude at the Release Project and, if applicable, its Subsidiary owner. As expense of the date Borrower; provided, however, that notwithstanding anything to the contrary contained herein or in any Loan Document, (i) the Service Center Financing shall be consummated during the Effective Period, in accordance with the terms of the Service Center Loan Agreement (with such changes thereto as may be acceptable to the Administrative Agent), (ii) the Administrative Agent shall have received a copy of the Service Center Loan Agreement, in form and substance satisfactory to the Administrative Agent and (iii) in no event shall the release contained in this Section 5 be deemed a release of Release Project from any Collateral (as defined in the Lien Credit Agreement) other than the Collateral described on Attachment 1 hereto, it being understood that the release and termination of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority Service Center Mortgage is a partial release of the remaining Liens Collateral only, and security granted to Lender under nothing herein shall release or in any manner discharge, affect or impair the Loan Documents, including any amendments, modifications Obligations or supplements to any of the other Collateral including any Collateral covered by any other Loan Documents Document. The Borrower hereby represents and endorsements warrants, and in reliance thereon, the Administrative Agent and the undersigned Lenders hereby agree, that, upon consummation of the Service Center Financing, all amounts owed by the Borrower pursuant to the Title Insurance Policies insuring Service Center Financing shall be Service Center Indebtedness. For the Liens purposes of this Section 5, the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation with respect to the sale of the Release Project. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.term “

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have no obligation to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. (a) Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the partial release of the “ 1195 Lanham, MD” Project completed within ninety applicable Mortgage Loan and release of Lender's security interests and liens thereon (90a "PARTIAL RELEASE") days after subject to the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release.following terms and conditions: (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9i) Borrower shall have delivered to the Lender a copy written request for a Partial Release in the form of any purchase EXHIBIT K which request shall include (A) the proposed effective date of the Partial Release and sale agreement (B) documents effecting the Partial Release in form and all other related documentation substance satisfactory to Lender; (ii) No Default or Event of Default shall have occurred and be continuing; (iii) Lender shall have received, simultaneously with the Partial Release, prepayment in full of the Release Price with respect to the sale Mortgage Loans subject to the requested Partial Release (reduced by application of the Release Project. (10) Borrower shall have paid any amounts applied pursuant to SECTION 2.04), and payment of all reasonable costs and expenses expenses, including, without limitation, legal fees and disbursements, incurred by Lender in connection effecting the Partial Release; and (iv) Lender shall have received, simultaneously with the proposed releasePartial Release, including attorneys’ fees a certificate signed by a duly authorized offficer of Borrower, dated the date of the Partial Release, stating that (A) all of the conditions set forth in this SECTION 8.01 have been satisfied and costs (B) the Partial Release of the applicable Mortgage Loan complies with all of the terms and provisions of this Agreement. Provided the conditions precedent to such Partial Release set forth in this SECTION 8.01 have been satisfied, Lender shall, simultaneously with such payment, execute and deliver to Borrower all title insurance premiums for title endorsements documents provided by Borrower and required by Lender to effect the Partial Release and deliver to Borrower all Mortgage Loan Documents in connection with the proposed releaseits possession.

Partial Release of Collateral. Except In the event Borrower desires to sell or otherwise convey any portion of the Real Property, including in connection with a determination by Borrower to (a) convert the Villas and/or certain other Real Property to a condominium or time-sharing form of ownership and to sell interests therein or (b) redesign the main complex golf course and, in connection therewith, create, develop and sell residential lots thereon, Borrower may request a release from the lien of the Mortgage on the applicable portion of the Real Property. Upon receipt of such request, Agent shall execute and deliver such documents and other instruments in recordable form as expressly set forth below in this Section, Lender shall have no obligation be necessary to release any the applicable parcels from the lien of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in fullMortgage; provided, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all each of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”):shall have been satisfied: 65 (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4i) No Event of Default or Potential Default has shall have occurred and is continuing on the date on which be continuing; (ii) Agent shall have approved all documents and agreements relating thereto, including any condominium declaration, reciprocal easement agreement, management agreement or other agreement relating thereto; (iii) Borrower delivers the Partial Release Notice to Lender, or on the date has effected a valid subdivision of the requested release.applicable parcels from the Land and has otherwise complied with, and such development shall comply with, all Legal Requirements; (5iv) If, after giving effect Borrower has provided Agent with such endorsements to the requested release (and Title Policy as Agent shall request insuring the resulting decrease Lenders' interest in the Borrowing Base)Mortgage with respect to the remaining Real Property as a valid, enforceable and subsisting first priority lien on such Real Property, subject only to the outstanding balance Permitted Exceptions; (v) Borrower shall have provided Agent with satisfactory evidence that the parcels to be released are or will be assessed and taxed separately from the remaining Property upon recording of the Loan exceeds transferring deed; (vi) In the Borrowing Basecase of a release of Real Property currently constituting a portion of the main complex golf course, Borrower shall have paid delivered evidence satisfactory to Lender the Excess. Agent that (6A) The remaining Projects shall be acceptable the redesign of the golf course will not materially adversely affect the value and utility of the main complex golf course as an amenity to Lender in its sole the Real Property and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project (B) such redesign shall not exceed twenty-five percent (25%) result in a Material Adverse Change either upon completion or during any period of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1redesign or reconstruction, in each case revised to exclude the Release Project andcase, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof.as reasonably determined by Agent; (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects. (9vii) Borrower shall have delivered provided Agent with such surveys, drawings, plans, specifications, certificates, proposed easements, consents, agreements and opinions of counsel acceptable to Lender a copy of any purchase Agent and sale agreement and all other related documentation with respect evidence as Agent may reasonably request or require to enable Agent to determine that the sale of the Release Project.foregoing conditions have been satisfied; (10viii) Borrower shall have paid all of Agent's costs and expenses (including the reasonable fees and expenses of all attorneys and other consultants retained by Agent) incurred by Lender in connection with Agent's review of such request for release (whether or not such request is approved) and in connection with the proposed releasepreparation, negotiation, execution and delivery of all documents, instruments and agreements relating thereto; (ix) Borrower shall pay to Agent the Net Sales Proceeds as a prepayment of the Facility to the extent outstanding and then to the Subordinate Facility; and (x) Such release shall not cause a Material Adverse Change. 66 Notwithstanding paragraph (ix) above, there shall be no release price payable to Agent with respect to a release of a portion of the Real Property if (A) the Net Sale Proceeds realized from the sale or other disposition of such assets are deposited into a segregated account that is pledged to, and under the sole dominion and control of Agent (the "SPECIAL PROJECT ACCOUNT") for application solely in accordance with a capital expenditure plan (a "CAPITAL EXPENDITURE PLAN") (including attorneys’ fees any nonrecourse project debt or other debt or equity financing which Borrower proposes to employ to finance a portion of such capital expenditures) that has been approved by Agent in its sole and costs absolute discretion and all title insurance premiums for title endorsements required (B) Agent reasonably determines that, upon completion of the capital improvements to be funded by Lender such amounts, there will be adequate Available Cash Flow in the absence of such released Real Property to make payment of Total Debt Service and Operating Expenses and to fund the Replacement Reserve Account and Tax Reserve Account in accordance with the terms and provisions of the Security Agreement. Upon any such deposit of Net Sales Proceeds into the Special Project Account, Borrower shall execute and deliver such amendments and modifications to the Security Agreement as Agent requests in connection with the proposed release.depositing of Net Sales Proceeds into, and the subsequent disbursement of such amounts from, Special Project Account. * * *

Partial Release of Collateral. Except (a) Each Pledgor may, from time to time so long as expressly set forth below in this Section, Lender no Actionable Default shall have no obligation to release any of the Collateral until all of Borrower’s indebtedness occurred and obligations under the Loan Documents have been paid and performed in fullbe continuing, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (or five (5) days for request the release of the “ 1195 Lanhamlien and security interest of the Collateral Documents in any portion of the Collateral of such Pledgor proposed to be sold or otherwise disposed of by such Pledgor to any Person which is not a Pledgor hereunder, MD” Project completed within ninety upon notice to the Collateral Trustees (90with a copy to the 5-Year Agent) days after the Closing Date) but not more than ninety from an Authorized Officer of USI (90) days prior written notice (the “a "NOTICE OF PARTIAL RELEASE"), which Notice of Partial Release Notice”) shall be delivered to the Collateral Trustees at least ten Business Days prior to the date of the proposed release together sale or other disposition of such Collateral (unless a shorter period of time is acceptable to the Collateral Trustees and the 5-Year Agent) and shall (i) specify the Collateral to be so sold or otherwise disposed of and the proposed date of such sale or other disposition, and (ii) certify that the sale of other disposition of such Collateral is permitted under the terms of the Credit Agreements, and the Borrowers are not, and after giving effect to such release, would not be, in default under any of the Secured Agreements. If a Notice of Partial Release is delivered to the Collateral Trustees in accordance with copies the immediately preceding sentence and the 5-Year Agent, on behalf of any documents which Borrower requests that Lender execute in connection with such the 5-Year Credit Parties, shall not have objected thereto prior to the date of the proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release Collateral Trustees shall be requested in connection with a bona fide sale of the Release Project execute and deliver to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout PeriodUSI, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. proposed release (5or as promptly thereafter as possible), a release or releases (including, without limitation, Uniform Commercial Code release statements and instruments of satisfaction, discharge and/or reconveyance) If, after giving effect in recordable form as to the requested release (Collateral specified in such Notice of Partial Release from the liens, security interests, conveyances and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined assignments evidenced by the United States Office of Management and Budget) Collateral Documents, which release shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As state that it is effective as of the date of such disposition; PROVIDED, HOWEVER, that, if prior to the time that the Collateral Trustees deliver a release of Release Project pursuant to this Section 8.01(a), the Collateral Trustees shall have received either (A) an Actionable Default Notice that shall not have been withdrawn prior to such time and the Required Representatives shall have directed the Collateral Trustees either not to deliver such a release or not to deliver releases generally or (B) a written objection from the Lien of 5-Year Agent stating that such sale or other disposition is not permitted under the Loan DocumentsCredit Agreements, then, in either case, the Collateral Trustees shall so notify USI and shall not sign any release or releases in connection with such revised schedules shall be deemed to supersede and replace the prior versions thereofdisposition. (8) Borrower b) If, at any time, the Collateral Trustees shall have executed and delivered to Lender such receive a notice from an Authorized Officer of USI, (i) stating that any promissory note or other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm similar or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements related instrument evidencing obligations payable to any Pledgor and included in the Collateral has been paid in full in accordance with its terms (or will be so paid concurrently with the surrender thereof), and (ii) identifying such note or other instrument in reasonable detail (including, without limitation, by its date of issuance, the Loan Documents name of its payee and endorsements to the Title Insurance Policies insuring principal amount thereof), then the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower Collateral Trustees shall have delivered to Lender promptly deliver a copy of each such notice to each Representative and, unless any purchase and sale agreement and all other related documentation with respect to Representative shall have disputed the sale accuracy of such notice within five Business Days of the Release Projectdelivery of such notice, the Collateral Trustees shall promptly deliver such note or other instrument to USI, and execute and deliver a release or releases (including, without limitation, Uniform Commercial Code release statements) in recordable form as to any such note or other instrument from the liens, security interests, conveyances and assignments evidenced by the Collateral Documents, which release shall state that it is effective as of the date of its delivery. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.

Partial Release of Collateral. Except Administrative Agent shall release the liens of the Mortgage and other applicable Loan Documents with respect to the Venue Unit, the Office Unit and the Commercial Units (as expressly set forth below applicable, the “Release Unit”), and deliver to Borrower duly executed partial releases thereof in this Section, Lender shall have no obligation form reasonably acceptable to Administrative Agent as may be reasonably required to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects such Release Unit from the Lien lien and/or security interest of the Loan Documents, provided that all in each case at Borrower’s sole cost and expense, upon satisfaction of the following conditions are satisfied as to each proposed release (any one or more of a Project (the “Release Project”):which may be waived by Administrative Agent): 61400346.docx 44 (1a) Borrower has provided Lender with at least thirty Not less than ten (3010) (or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days Banking Days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, after giving effect to the requested release (and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid delivered to Lender the Excess. Administrative Agent a Notice setting forth (6i) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of and (ii) the Release Project from Unit; (b) On the Lien date of the Loan Documentsrelease, such revised schedules no Default or Event of Default shall have occurred and be deemed to supersede and replace the prior versions thereof.continuing; (8) c) On the date of the release, Borrower shall have executed conveyed the Release Unit to a third party unaffiliated with Borrower and shall have delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority Administrative Agent a copy of the remaining Liens deed to such party and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any other evidence of the Loan Documents and endorsements closing of such conveyance reasonably acceptable to the Title Insurance Policies insuring the Liens of the Mortgages encumbering the remaining Projects.Administrative Agent; (9d) Borrower shall have delivered to Lender a copy Administrative Agent an endorsement to the title insurance policy insuring Administrative Agent’s interest under the Mortgage in form and content satisfactory to Administrative Agent confirming no change in the priority of the Mortgage on the balance of the Property; (e) Upon giving effect to the partial release, the Debt Service Coverage Ratio as of the Determination Date immediately preceding the date of release, based on the remaining portions of the Property and the outstanding principal balance of the Loan as of the release date giving effect to the prepayment pursuant to Section 8.21(g), shall not be less than 1.65 to 1.00; (f) Borrower shall confirm to Administrative Agent in writing that any right of any purchase Person that owns, leases or has any other right to use or occupy the Release Unit (or to whom Borrower is otherwise obligated) to use or occupy any other portion of the Property for any purpose, and sale agreement and all any right of any Person that owns, leases or has any other related documentation with respect right to use or occupy any other portion of the sale Property (or to whom Borrower is otherwise obligated) to use or occupy any portion of the Release Project.Unit, is fully documented pursuant to a Lease, the Condominium Documents, another Permitted Encumbrance, or another written agreement that does not violate any provision of the Loan Documents and that has been delivered to Administrative Agent, and that the use or occupancy rights of such Person shall not be a default by Borrower under such document, or if not, Borrower and such Person shall enter into such agreement, subject to the consent of Administrative Agent if such agreement is not permitted to be entered into by Borrower pursuant to the Loan Documents, and deliver a copy thereof to Administrative Agent; (10g) Borrower shall have made on the date of the release a prepayment of the Loan in an amount equal to one hundred and twenty-five percent (125%) of the Loan Amount allocated to such Release Unit on Schedule 8, and shall have satisfied all conditions to prepayment; (h) Borrower shall have paid to Administrative Agent or the title company the cost of the endorsement referred to in Section 8.21(c) and paid to Administrative Agent all reasonable costs and expenses incurred by Lender Administrative Agent on account of such release; and (i) Borrower shall have provided Administrative Agent a written certification that the conditions set forth in connection with this Section 8.21 are satisfied and such release is permitted hereunder, subject to receipt of the proposed releasepayments set forth in Sections 8.21(g) and (h). For the avoidance of doubt, upon the release of any Release Unit from the liens of the Loan Documents pursuant to this Sections 8.21, the Release Unit shall not be subject to any obligations of the Loan Documents (except those that expressly survive the termination any Loan Document and/or the repayment of the Loan, including attorneys’ fees the Environmental Agreement) and costs and all title insurance premiums the definition of “Property” or any 61400346.docx 45 words or terms of similar import hereunder shall be automatically deemed modified to remove the Release Unit from the definitions thereof (other than for title endorsements required by Lender in connection with provisions that survive the proposed releasetermination any Loan Document and/or the repayment of the Loan, including the Environmental Agreement). Such releases shall not impair or otherwise affect any of the obligation or liabilities of Borrower, Guarantor, Stageside LLC, Service Company LLC or Show Bureau under any Loan Document, or any of the Liens on the other collateral for the Loan, including the balance of the Property.

Partial Release of Collateral. Except as expressly set forth below in this Section, Lender shall have Provided no obligation to release any of the Collateral until all of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower shall be entitled to obtain releases of Projects from the Lien of the Loan Documents, provided that all of the following conditions are satisfied as to each proposed release of a Project (the “Release Project”): (1) Borrower has provided Lender with at least thirty (30) (Default or five (5) days for the release of the “ 1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the “Partial Release Notice”) of the proposed release together with copies of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Period, the proposed release shall be requested in connection with a bona fide sale of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During the Lockout Period, no partial release shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title to the Release Project, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default shall have occurred hereunder and be continuing (or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (5) If, would exist immediately after giving effect to the requested release (and the resulting decrease in the Borrowing Basetransactions contemplated by this §5.5), the outstanding balance Agent shall release a Borrowing Base Property (and if such Collateral is a Borrowing Base Property and Borrower has pledged its Equity Interests in the applicable Subsidiary Guarantor pursuant to the Assignment of Interests which Subsidiary Guarantor is to be released pursuant to §5.4(b), such release shall include the Equity Interests in the applicable Subsidiary Guarantor) upon the request of the Loan exceeds Borrower in connection with a sale or other permanent disposition or refinancing of such Borrowing Base Property, subject to and upon the Borrowing Base, following terms and conditions: (a) the Borrower shall have paid deliver to Lender the Excess.Agent written notice of its desire to obtain such release no later than ten (10) days prior to the date on which such release is to be effected; (6b) The remaining Projects the Borrower shall be acceptable submit to Lender in its sole the Agent with such request a Compliance Certificate and absolute discretion. Without limiting Borrowing Base Certificate prepared using the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) financial statements of the sum Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined by the United States Office of Management and Budget) shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As of the date of the release of Release Project from the Lien of the Loan Documents, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (8) Borrower shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority of the remaining Liens and security granted to Lender under the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents and endorsements give effect to the Title Insurance Policies insuring the Liens proposed release and demonstrating that no Default or Event of the Mortgages encumbering the remaining Projects. (9) Borrower shall have delivered to Lender a copy of any purchase and sale agreement and all other related documentation Default with respect to the sale of the Release Project.covenants referred to therein shall exist after giving effect to such release; (10c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall have paid pay all reasonable costs and expenses incurred by Lender of the Agent in connection with the proposed such release, including attorneys’ fees without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans and costs and all title insurance premiums for title endorsements required by Lender Letter of Credit Liabilities so that no violation of the covenant set forth in §9.1 shall occur; (f) if such release involves an Initial Borrowing Base Property, the Required Lenders shall have approved such release in writing; and (g) In connection with any release of a Borrowing Base Property, Borrower shall, as a condition to such release, pay any mortgage, recording, intangible, documentary stamp or other similar taxes that Administrative Agent reasonably determines to be payable with respect to the proposed remaining Borrowing Base Properties as a consequence of said release. Notwithstanding the foregoing, in the event that any Borrowing Base Property is to be released, Agent may condition such release upon the increase of the coverages under the Title Policies for the remaining Borrowing Base Properties to an amount Agent may reasonably require based upon the fair market value of such remaining Borrowing Base Properties.

Partial Release of Collateral. Except as expressly set forth below in this Section(a) Notwithstanding anything to the contrary herein, Lender shall have no obligation the First Priority Collateral Trustees are authorized to and shall, at the request and expense of the Borrower and without the consent of or notice to the Second Priority Collateral Trustees, the Second Priority Representatives or any Second Priority Secured Holder, release any Collateral from any of the liens created by any of the First Priority Collateral until all Documents to the extent permitted in accordance with the terms of Borrower’s indebtedness and obligations under the Loan Documents have been paid and performed in fullFirst Priority Collateral Trust Agreement, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. Borrower whereupon such Collateral shall automatically be entitled to obtain releases of Projects released from the Lien Second Priority Collateral Estate, except to the extent that such release would have the effect of the Loan Documents, provided that releasing all or substantially all of the following conditions are satisfied as to each proposed release of a Project (Collateral from the “Release Project”):Second Priority Collateral Estate. (1b) Borrower has provided Lender with at least thirty (30) (or five (5) days for Any Grantor may, from time to time so long as no Second Priority Collateral Trust Agreement Default shall have occurred and be continuing, request the release of the “ 1195 Lanhamlien and security interest of the Second Priority Collateral Documents in any portion of the Collateral of such Grantor proposed to be released or sold or otherwise disposed of by such Grantor to any other Person, MD” Project completed within ninety upon notice to the Second Priority Collateral Trustees from an Authorized Officer of the Borrower (90) days after the Closing Date) but not more than ninety (90) days prior written notice (the a “Notice of Partial Release”), which Notice of Partial Release Notice”) shall be delivered to the other Grantors, the Second Priority Collateral Trustees and the Second Priority Representatives at least twenty Business Days prior to the date of the proposed release together release, sale or other disposition of such Collateral (unless a shorter period of time is acceptable to the Second Priority Collateral Trustees and the Required Second Priority Representative(s)) and shall (i) specify the Collateral to be so released, sold or otherwise disposed of and the proposed date of such sale or other disposition, and (ii) certify that the release, sale or other disposition of such Collateral is in compliance with copies the terms of the Applicable Agreements, and the Grantors are not, and after giving effect to such release, would not be, in default under the Applicable Agreements. If a Notice of Partial Release is delivered to the Second Priority Collateral Trustees in accordance with the immediately preceding sentence and (a) the Required Second Priority Representative(s), shall not have objected in writing thereto prior to the date of the proposed sale or other disposition of such Collateral or (b) in the case of any documents which Borrower requests that Lender execute in connection with such proposed release. (2) Except for the other release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date, for any proposed release occurring during the Lockout Periodsuch Collateral, the proposed Required Second Priority Secured Holders shall have consented to such release shall be requested in connection with a bona fide sale pursuant to the terms of the Release Project to a third party purchaser (not an Affiliate of Borrower or any Borrower Party). During Applicable Agreement, the Lockout Periodsecurity interest in such Collateral shall automatically, no partial release without further action, be released and the Second Priority Collateral Trustees shall be permitted if requested in connection with a refinance or other recapitalization of a Project or any other transaction other than a bona fide sale to a third party purchaser except for the release of the “1195 Lanham, MD” Project completed within ninety (90) days after the Closing Date. (3) For any proposed release occurring after the Lockout Period, concurrently with the requested release, fee title execute and deliver to the Release ProjectGrantors, or the ownership interests in the current owners thereof, shall be transferred to a Person other than Borrower, any Subsidiary or any entity in which Borrower or any Subsidiary holds a direct or indirect ownership interest. (4) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. proposed release (5or as promptly thereafter as possible), a release or releases (including, without limitation, Uniform Commercial Code release statements and instruments of satisfaction, discharge and/or reconveyance) If, after giving effect in recordable form as to the requested release (Collateral specified in such Notice of Partial Release from the liens, security interests, conveyances and the resulting decrease in the Borrowing Base), the outstanding balance of the Loan exceeds the Borrowing Base, Borrower shall have paid to Lender the Excess. (6) The remaining Projects shall be acceptable to Lender in its sole and absolute discretion. Without limiting the foregoing, the Valuation Amount for any remaining Project shall not exceed twenty-five percent (25%) of the sum of the Valuation Amounts for all remaining Projects, and the Valuation Amounts for all remaining Projects located in the same “Metropolitan Statistical Area” (as defined assignments evidenced by the United States Office of Management and Budget) Second Priority Collateral Documents, which release shall not exceed thirty-five percent (35%) of the sum of the Valuation Amounts for all remaining Projects. (7) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A), l.(B) and 4.1, in each case revised to exclude the Release Project and, if applicable, its Subsidiary owner. As state that it is effective as of the date of such disposition; provided, however, that any release, in one transaction or a series of related transactions, of the lien and security interest of the Second Priority Collateral Documents in all or substantially all of the Collateral will require the consent of the Required Second Priority Secured Holders; provided, further, that, if prior to the time that the Second Priority Collateral Trustees deliver a release of Release Project pursuant to this Section 8.01(b), the Second Priority Collateral Trustees shall have received either (A) a Second Priority Collateral Trust Agreement Default Notice that shall not have been withdrawn prior to such time and the Required Second Priority Representative(s) shall have directed the Second Priority Collateral Trustees either not to deliver such a release or not to deliver releases generally or (B) a written objection from the Lien of Required Second Priority Representative(s) stating that such release, sale or other disposition is not permitted under the Loan DocumentsApplicable Agreement, then, in either case, the Second Priority Collateral Trustees shall so notify the Grantors and shall not sign any release or releases in connection with such revised schedules shall be deemed to supersede and replace the prior versions thereofdisposition. (8) Borrower c) If, at any time the Second Priority Collateral Trustees shall have executed and delivered to Lender such other instruments, certificates and documentation as Lender shall reasonably request in order to preserve, confirm or secure the validity and priority receive a written notice from an Authorized Officer of the remaining Liens Borrower, (i) stating that any promissory note or other similar or related instrument evidencing obligations payable to such Grantor and security granted to Lender under included in the Loan DocumentsCollateral has been paid in full in accordance with its terms (or will be so paid concurrently with the surrender thereof), including any amendmentsand (ii) identifying such note or other instrument in reasonable detail (including, modifications or supplements to any without limitation, by its date of issuance, the Loan Documents name of its payee and endorsements to the Title Insurance Policies insuring principal amount thereof), then the Liens of the Mortgages encumbering the remaining Projects. (9) Borrower Second Priority Collateral Trustees shall have delivered to Lender promptly deliver a copy of any purchase and sale agreement and all other related documentation with respect each such notice to the sale other Grantors, each Second Priority Representative and, unless the Required Second Priority Representative(s) shall have disputed the accuracy of such notice within ten Business Days of the Release Projectdelivery of such notice, the Controlling Collateral Trustees shall promptly deliver such note or other instrument to the Borrower, and promptly execute and deliver a release or releases (including, without limitation, Uniform Commercial Code release statements) in recordable form as to any such note or other instrument from the liens, security interests, conveyances and assignments evidenced by the Second Priority Collateral Documents, which release shall state that it is effective as of the date of its delivery. (10) Borrower shall have paid all costs and expenses incurred by Lender in connection with the proposed release, including attorneys’ fees and costs and all title insurance premiums for title endorsements required by Lender in connection with the proposed release.