Common use of Partial Release of Collateral Clause in Contracts

Partial Release of Collateral. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving 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 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; (d) 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 refinance less normal and customary closing costs paid to third parties; and (f) if such release is requested in connection with a financing or refinancing of such Mortgaged Property or other Real Estate, Borrower shall have complied with the terms of the Agreement Regarding Fees.

Partial Release of Collateral. Provided Except as expressly set forth below in this Section, Lender shall have no Default 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 shall have or Potential Default has occurred hereunder and be is continuing on the date on which Borrower delivers the Partial Release Notice to Lender, or on the date of the requested release. (or would exist immediately 5) If, after giving effect to the transactions contemplated by this §5.5requested release (and the resulting decrease in the Borrowing Base), the Agent 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 a Mortgaged Property or Equity Interests of Release Project from the lien or security title Lien of the Security 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 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:remaining Projects. (a9) the Borrower shall deliver have delivered to the Agent written notice Lender a copy 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; (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 any purchase and demonstrating that no Default or Event of Default sale agreement and all other related documentation with respect to the covenants referred to therein shall exist after giving effect to such release;sale of the Release Project. (c10) 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 have paid all reasonable costs and expenses of the Agent incurred by Lender in connection with such the proposed release, including without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent attorneys’ fees and costs and all title insurance premiums 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 title endorsements required by Borrower or its Subsidiary Lender 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 financing or refinancing of such Mortgaged Property or other Real Estate, Borrower shall have complied with the terms of the Agreement Regarding Feesproposed release.

Partial Release of Collateral. Provided no Default Lender agrees to release from time to time, one or Event more of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.5), the Agent shall release a Mortgaged Property or Equity Interests Sites from the lien or security title of the Security Documents encumbering the same (and if such Collateral is a Mortgaged PropertyMortgage, 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 applicableBorrower’s written request, subject to and upon the following terms and conditions: (a) The aggregate principal balance of the Borrower shall deliver to Note or Notes secured by the Agent written notice of its desire to obtain such release no later than ten (10First Mortgages encumbering the Site(s) days prior to the date on which such release is to be effectedreleased shall not exceed $33,434,500.00, on a cumulative basis; (b) On the Borrower shall submit to date of Borrower’s request and on the Agent with such request a Compliance Certificate prepared using the financial statements date 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 scheduled release, no Default or Event of Default shall have occurred and be continuing; provided, however, that if an Event of Default has occurred and is continuing 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 respect to this Article, Borrower may obtain the covenants referred to therein shall exist after giving effect to release of such releaseSite in accordance with this Article notwithstanding the existence of such Event of Default; (c) all On the date requested by Borrower for such release, Borrower shall pay to Lender a release documents payment equal to the sum of: the then outstanding principal balance of the Note secured by the First Mortgage encumbering each Site to be executed released, plus five percent (5%) of such principal amount (the “Five Percent Payment”); plus, if applicable, the prepayment premium calculated pursuant to the Note secured by the Agent shall be in form and substance reasonably satisfactory to the AgentFirst Mortgage on each Site being released; (d) the Borrower shall pay all reasonable costs and expenses The principal amount of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; (e) Note secured by the Borrower shall pay to the Agent for the account of the Lenders a release price, which payment 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 applied to reduce the principal amount of the remaining Notes on a pro rata basis as determined by Lender in its reasonable discretion. 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 release payment (excluding the prepayment penalty) shall be applied against the outstanding principal balance of the Loans as provided in §3.4, in an amount equal Note secured by the First Mortgage on each released Site; (e) The Loan to value ratio of the Project immediately after the release of the Site(s) will not exceed the Loan to value ratio of the Project (including the Site(s) proposed to be released) immediately prior to the gross amount received proposed release, as determined by Lender in its reasonable discretion (and Borrower or its Subsidiary shall have the right to prepay a portion of the Loan (together with any applicable prepayment premium) in connection with such saleorder to satisfy this requirement), disposition or refinance less normal and customary closing costs paid which prepayment shall be allocated to third parties; andthe outstanding principal balance of the remaining unpaid Notes on a pro rata basis); (f) if The Debt Coverage Ratio of the Project after the release of 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 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 release is requested in connection with a financing or refinancing of such Mortgaged Property or other Real Estate, period (and Borrower shall have complied with the terms right to prepay a portion of the Agreement Regarding Fees.Loan (together with any applicable prepayment premium) in order to satisfy this requirement), which prepayment shall be allocated to the outstanding principal balance of the remaining unpaid Notes on a pro rata basis);

Partial Release of Collateral. Provided no Default or Event (a) In connection with any Obligor's consummation of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to an Asset Disposition in compliance with the transactions contemplated by provisions of this §5.5)Agreement, the Agent shall release a Mortgaged Property or Equity Interests from the lien or security title Liens of the Security Documents encumbering the same (and if such Collateral is a Mortgaged Property, such release shall include the Equity Interests Agent in the applicable Subsidiary Guarantor) Asset Disposition Collateral in respect of such Asset Disposition shall be released and all right, title and interest therein shall revert to such Obligor and its successors and assigns upon the request satisfaction 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: (ai) if such Asset Disposition is not an Approved Asset Disposition and if the Borrower shall deliver to 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 written notice shall, at such Obligor's request and expense, release all of its desire Liens with respect to obtain such release Asset Disposition Collateral as soon as reasonably possible (but no later than ten the consummation of such Asset Disposition) provided that 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 twenty (1020) days prior to the consummation of such Asset Disposition; or (ii) 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 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 on of such Asset Disposition, and (b) the Requisite Parties do not instruct the Collateral Agent to not release the Asset Disposition Collateral within such thirty (30) 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 is of its Lien in such Asset Disposition Collateral and (ii) deliver or cause to be effected;delivered to the Obligors, all Property of the 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 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 a security interest is perfected by means other than the filing of a financing statement. (b) Whether or not instructed by the Borrower shall submit to Secured Parties, the Collateral Agent with such request may release any Collateral and may provide any release, termination statement or instrument of subordination required by order of a Compliance Certificate prepared using the financial statements court 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;competent jurisdiction. (c) all release documents To the extent that the Loan Documents of any party permit any Disposition to be executed 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 Loan Document, or (ii) without the prior written consent of the Requisite Parties, authorize the Collateral Agent in any bankruptcy case to enter into any agreement for, or give any authorization or consent with respect to, the post-petition usage of Collateral. Notwithstanding anything to the contrary in this Agreement (including Section 14.11) or in any Security Document, nothing in this Agreement or in any Security Document shall or shall be in form and substance reasonably satisfactory construed as waiving, modifying or otherwise altering any obligation of any Secured Party to release any Collateral from the Agent; (d) the Borrower shall pay all reasonable costs and expenses Lien 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 refinance less normal and customary closing costs paid to third parties; and (f) if such release is requested in connection with a financing or refinancing of such Mortgaged Property or other Real Estate, Borrower shall have complied with any Security Document upon the terms of the Agreement Regarding Feesand conditions contained in any Loan Document.

Partial Release of Collateral. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving 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 Grantor may, from time to time so long as no Actionable Default Notice has been received by the Borrower shall deliver Collateral Trustee (or if an Actionable Default Notice has been received, it has been withdrawn), request the release of the lien 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, upon notice to the Collateral Trustee from the Chief Financial Officer, Treasurer or Controller of the Grantor (a "Notice of Partial Release"), which Notice of Partial Release shall be delivered to the Collateral Trustee and the Beneficiary Agent written notice of its desire to obtain such release no later than at least ten (10) days Business Days prior to the date on which of the proposed sale or other disposition of such release 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 effected;so sold or otherwise disposed of and the proposed date of such sale or other disposition, and (bii) certify that the Borrower shall submit to sale of other disposition of such Collateral is in compliance with under the Agent with such request a Compliance Certificate prepared using the financial statements terms 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 Secured Agreements, and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist Grantor is, 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 Trustee in 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, the security interest in such Collateral shall automatically, without further action, be released and the Collateral Trustee shall execute and deliver to the Grantor, on the date of the proposed release (cor 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) all release documents to be executed in recordable form provided by the Agent shall be in form and substance reasonably satisfactory Grantor as to the Agent; (d) Collateral specified in such Notice of Partial Release from the Borrower liens, security interests, conveyances and assignments evidenced by the Shared Collateral Documents, which release shall pay all reasonable costs and expenses 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 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 Beneficiary Agent stating that such sale or other disposition is not permitted under the Guarantee 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 releasedisposition. (b) If, including at any time, the Collateral Trustee shall receive a written notice from the Chief Financial Officer, Treasurer or Controller of the Grantor, (i) stating that any promissory note or other similar or related instrument evidencing obligations payable to the 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, reasonable attorney’s fees; (e) by its date of issuance, the Borrower name of its payee and the principal amount thereof), then the Collateral Trustee shall pay promptly deliver a copy of each such notice to each Representative and, unless any 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 instrument to the Agent for Grantor, and promptly execute and deliver a release or releases (including, without limitation, Uniform Commercial Code release statements) in recordable form provided by the account 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 Lenders a release price, which payment shall be applied to reduce the outstanding principal balance date 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 financing or refinancing of such Mortgaged Property or other Real Estate, Borrower shall have complied with the terms of the Agreement Regarding Feesdelivery.

Partial Release of Collateral. Provided (a) Notwithstanding anything to the contrary herein, 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 Documents to the extent permitted in accordance with the terms of the First Priority Collateral Trust Agreement, whereupon such Collateral shall automatically be released from the Second Priority Collateral Estate, except to the extent that such release would have the effect of releasing all or substantially all of the Collateral from the Second Priority Collateral Estate. (b) Any Grantor may, from time to time so long as no Default or Event of Second Priority Collateral Trust Agreement Default shall have occurred hereunder and be continuing (continuing, request the release of the lien and security interest of the Second Priority Collateral Documents in any portion of the Collateral of such Grantor proposed to be released or would exist immediately after giving effect sold or otherwise disposed of by such Grantor to any other Person, upon notice to the transactions contemplated by this §5.5), the Agent shall release a Mortgaged Property or Equity Interests Second Priority Collateral Trustees 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 an Authorized Officer of the Borrower in connection with (a sale or other permanent disposition or refinancing “Notice of such Mortgaged Property or other Real Estate to Partial Release”), which the Equity Interests relate, as applicable, subject to and upon the following terms and conditions: (a) the Borrower Notice of Partial Release shall deliver be delivered to the Agent written notice of its desire to obtain such release no later than ten (10) days other Grantors, the Second Priority Collateral Trustees and the Second Priority Representatives at least twenty Business Days prior to the date on which of the proposed release, sale or other disposition of such release 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 effected;so released, sold or otherwise disposed of and the proposed date of such sale or other disposition, and (bii) certify that the Borrower shall submit to release, sale or other disposition of such Collateral is in compliance with the Agent with such request a Compliance Certificate prepared using the financial statements terms of the Borrower most recently provided or required to be provided to Applicable Agreements, and 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 Grantors are not, 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;, 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 other release of such Collateral, the Required Second Priority Secured Holders shall have consented to such release pursuant to the terms of the Applicable Agreement, the security interest in such Collateral shall automatically, without further action, be released and the Second Priority Collateral Trustees shall execute and deliver to the Grantors, on the date of the proposed release (or 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) in recordable form as to the Collateral specified in such Notice of Partial Release 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 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 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 Required Second Priority Representative(s) stating that such release, sale or other disposition is not permitted under the Applicable 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 disposition. (c) all release documents to be executed by If, at any time the Agent Second Priority Collateral Trustees shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable costs and expenses receive a written notice from an Authorized Officer of the Agent Borrower, (i) stating that any promissory note or other similar or related instrument evidencing obligations payable to such Grantor and included in connection 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 releasenote or other instrument in reasonable detail (including, including without limitation, reasonable attorney’s fees; (e) by its date of issuance, the Borrower name of its payee and the principal amount thereof), then the Second Priority Collateral Trustees shall pay promptly deliver a copy of each such notice to the Agent for other Grantors, each Second Priority Representative and, unless the account Required Second Priority Representative(s) shall have disputed the accuracy of such notice within ten Business Days of the Lenders delivery 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 priceor 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 payment release shall be applied to reduce the outstanding principal balance state that it is effective as of the Loans as provided in §3.4, in an amount equal to the gross amount received by Borrower or date of 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 financing or refinancing of such Mortgaged Property or other Real Estate, Borrower shall have complied with the terms of the Agreement Regarding Feesdelivery.

Partial Release of Collateral. Provided no Default A. Developer may request partial releases of Collateral upon Probationary Acceptance of the Stormwater Improvements as provided in Section IX of this Addendum. The request for partial release must be in writing and shall include copies of bills, invoices and schedules of values for work performed and Stormwater Improvements completed. Upon receipt of such written request for partial release, SEMSWA shall inspect the completed work and Stormwater Improvements within thirty (30) days and shall process such partial release in a manner similar to a request for Probationary Acceptance. Within such thirty (30) day period, SEMSWA will either approve the request for partial release or Event deny the same with detail as to any aspect of Default the Stormwater Improvements that SEMSWA determines are not acceptable. When SEMSWA is satisfied that such work and Stormwater Improvements as specified by Developer have been completed in accordance with the terms hereof, SEMSWA shall have occurred hereunder approve such request for partial release and be continuing (or would exist immediately after giving effect SEMSWA shall authorize in writing the release of a portion of the Collateral as is necessary to pay the cost of the work performed and Stormwater Improvements installed pursuant to the transactions contemplated terms of this Addendum. B. The procedures for completion of Stormwater Improvements and work by this §5.5), the Agent shall release a Mortgaged Property or Equity Interests SEMSWA and payment to SEMSWA therefore from the lien Collateral shall apply whether there be one or security title more defaults on the part of Developer in performing the terms, conditions, and covenants contained in this Addendum. C. Notwithstanding the foregoing, SEMSWA shall not be required to make any partial release of the Security Documents encumbering the same (and Collateral 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 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; (d) 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 doing so would reduce the outstanding principal balance amount of the Loans as provided in §3.4, in Collateral below 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 financing or refinancing of such Mortgaged Property or other Real Estate, Borrower shall have complied with the terms 100% of the Agreement Regarding Feesthen current estimate of the costs to be incurred to complete the construction of the remaining Stormwater Improvements (including a fifteen (15%) percent contingency amount). No partial release of any portion of the Collateral shall be deemed an acceptance of an Improvement by SEMSWA. Acceptance of Stormwater Improvements shall be accomplished in accordance with Section IX of this Addendum.

Partial Release of Collateral. Provided 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 applicable, the “Release Unit”), and deliver to Borrower duly executed partial releases thereof in form reasonably acceptable to Administrative Agent as may be reasonably required to release such Release Unit from the lien and/or security interest of the Loan Documents, in each case at Borrower’s sole cost and expense, upon satisfaction of the following conditions (any one or more of which may be waived by Administrative Agent): 61400346.docx 44 (a) Not less than ten (10) Banking Days prior to the date of the release, Borrower shall have delivered to Administrative Agent a Notice setting forth (i) the date of the release and (ii) the Release Unit; (b) On the date of the release, no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving 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 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 releasecontinuing; (c) all release documents On the date of the release, Borrower shall have conveyed the Release Unit to be executed by a third party unaffiliated with Borrower and shall have delivered to Administrative Agent a copy of the Agent shall be in form deed to such party and substance other evidence of the closing of such conveyance reasonably satisfactory acceptable to the Administrative Agent; (d) the Borrower shall pay all reasonable costs have delivered to Administrative Agent an endorsement to the title insurance policy insuring Administrative Agent’s interest under the Mortgage in form and expenses content satisfactory to Administrative Agent confirming no change in the priority of the Agent in connection with such release, including without limitation, reasonable attorney’s feesMortgage on the balance of the Property; (e) the Borrower shall pay Upon giving effect to the Agent for partial release, the account Debt Service Coverage Ratio as of the Lenders a release priceDetermination Date immediately preceding the date of release, which payment shall be applied to reduce based on the remaining portions of the Property and the outstanding principal balance of the Loans Loan as provided 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 §3.4writing that any right of any 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 any right of any Person that owns, leases or has any other right to use or occupy any other portion of the Property (or to whom Borrower is otherwise obligated) to use or occupy any portion of the Release 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; (g) 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 gross amount received by Loan Amount allocated to such Release Unit on Schedule 8, and shall have satisfied all conditions to prepayment; (h) Borrower or its Subsidiary in connection with such sale, disposition or refinance less normal and customary closing costs shall have paid to third partiesAdministrative 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 Administrative Agent on account of such release; and (fi) if Borrower shall have provided Administrative Agent a written certification that the conditions set forth in this Section 8.21 are satisfied and such release is requested permitted hereunder, subject to receipt of the payments set forth in connection with a financing 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 the Environmental Agreement) and the definition of “Property” or refinancing of such Mortgaged Property any 61400346.docx 45 words or other Real Estate, Borrower shall have complied with the terms of similar import hereunder shall be automatically deemed modified to remove the Agreement Regarding FeesRelease Unit from the definitions thereof (other than for provisions that survive the termination 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. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving 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) Each Grantor may, from time to time so long as no Actionable Default Notice has been received by the Borrower shall deliver Collateral Trustee that has not been withdrawn, request the release of the Lien of the 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, 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 written notice of its desire to obtain such release no later than at least ten (10) days Business Days prior to the date on which of the proposed sale or other disposition of such release Collateral (unless a shorter period of time is acceptable to the Collateral Trustee and to each Senior Agent) and shall (i) specify the Collateral to be effected;so sold or otherwise disposed of and the proposed date of such sale or other disposition, and (bii) certify that the Borrower shall submit to sale or other disposition of such Collateral is in compliance with the Agent with such request a Compliance Certificate prepared using the financial statements terms 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 Secured Agreements, and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist Grantor is, 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 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 that each such Required Representative consents to such release (cwhich consent shall be given if (x) all no default has occurred and is continuing under the applicable Debt Agreements and (y) such release documents (and the 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 be executed the Company, on the date of the proposed release, a release or releases (including, without limitation, Uniform Commercial Code release statements and instruments of satisfaction, discharge and/or reconveyance) in recordable form provided by the Agent Company as to the Collateral specified in such Notice of Partial Release from the Liens evidenced by the Collateral Documents, which release shall state that it is effective as of the date of such disposition and, in the case of any release related to a receivables financing permitted by Section 5.02(viii) of the Five 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 intercreditor agreements as shall be in form and substance reasonably satisfactory approved by each of the Senior Agents; PROVIDED, HOWEVER, that, if prior to the Agent; (d) time that the Borrower Collateral Trustee delivers a release pursuant to this Section 8.01(a), the Collateral Trustee shall pay all reasonable costs have received notice of a default under a Senior Credit Facility that shall not have been withdrawn prior to such time and expenses of the Agent Required 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 releasedisposition. (b) If, including at any time, the Collateral Trustee shall receive a written notice from the Chief Financial Officer, Treasurer or Controller of the Company, (i) stating that any promissory note or 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, reasonable attorney’s fees; (e) by its date of issuance, the Borrower name of its payee and the principal amount thereof), then the Collateral Trustee shall pay promptly deliver a copy of each such notice to each Representative and, unless any 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 instrument to the Agent for Company, and promptly execute and deliver a release or releases (including, without limitation, Uniform Commercial Code release statements) in recordable form provided by the account 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 Lenders a release price, which payment shall be applied to reduce the outstanding principal balance date 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 financing or refinancing of such Mortgaged Property or other Real Estate, Borrower shall have complied with the terms of the Agreement Regarding Feesdelivery.

Partial Release of Collateral. Provided no Default or Event (a) In connection with any Obligor’s consummation of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to an Asset Disposition in compliance with the transactions contemplated by provisions of this §5.5)Agreement, the Agent shall release a Mortgaged Property or Equity Interests from the lien or security title Liens of the Security Documents encumbering the same (and if such Collateral is a Mortgaged Property, such release shall include the Equity Interests Agent in the applicable Subsidiary Guarantor) Asset Disposition Collateral in respect of such Asset Disposition shall be released and all right, title and interest therein shall revert to such Obligor and its successors and assigns upon the request satisfaction 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: (ai) if such Asset Disposition is not an Approved Asset Disposition and if the Borrower shall deliver to 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 written notice shall, at such Obligor’s request and expense, release all of its desire Liens with respect to obtain such release Asset Disposition Collateral as soon as reasonably possible (but no later than ten the consummation of such Asset Disposition) provided that 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 twenty (1020) days prior to the consummation of such Asset Disposition; or (ii) 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 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 on of such Asset Disposition, and (b) the Requisite Parties do not instruct the Collateral Agent to not release the Asset Disposition Collateral within such thirty (30) 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 is of its Lien in such Asset Disposition Collateral and (ii) deliver or cause to be effected;delivered to the Obligors, all Property of the 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 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 a security interest is perfected by means other than the filing of a financing statement. (b) Whether or not instructed by the Borrower shall submit to Secured Parties, the Collateral Agent with such request may release any Collateral and may provide any release, termination statement or instrument of subordination required by order of a Compliance Certificate prepared using the financial statements court 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;competent jurisdiction. (c) all release documents To the extent that the Loan Documents of any party permit any Disposition to be executed 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 Loan Document, or (ii) without the prior written consent of the Requisite Parties, authorize the Collateral Agent in any bankruptcy case to enter into any agreement for, or give any authorization or consent with respect to, the post-petition usage of Collateral. Notwithstanding anything to the contrary in this Agreement (including Section 14.11) or in any Security Document, nothing in this Agreement or in any Security Document shall or shall be in form and substance reasonably satisfactory construed as waiving, modifying or otherwise altering any obligation of any Secured Party to release any Collateral from the Agent; (d) the Borrower shall pay all reasonable costs and expenses Lien 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 refinance less normal and customary closing costs paid to third parties; and (f) if such release is requested in connection with a financing or refinancing of such Mortgaged Property or other Real Estate, Borrower shall have complied with any Security Document upon the terms of the Agreement Regarding Feesand conditions contained in any Loan Document.