Common use of Partial Releases Clause in Contracts

Partial Releases. Borrower shall have the right to obtain partial releases of the Property subject to the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other of the Loan Instruments; (b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lot.

Partial Releases. (a) At any time prior to the Maturity Date, Administrative Agent shall, at the Borrower's request, issue partial releases from the Lien of a Mortgage and other Security Documents of Land Held for Development, Lots Under Development, one or more Housing Units, one or more Finished Lots or other Collateral; provided, however, that prior to or simultaneously with each such partial release all of the following conditions shall be satisfied: (i) the sales price for any sale, transfer or conveyance must be at the Fair Market Value for such Collateral; (ii) [intentionally omitted]; (iii) if Collateral constituting more than 10% of the Borrowing Base in the Borrowing Base Certificate most recently delivered is to be released from the Mortgages in any month, Borrower shall have delivered to the right Administrative Agent a Borrowing Base Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to obtain partial releases its reasonable satisfaction, that the outstanding principal balance of the Loans together with the aggregate amount of all Letter of Credit Liabilities will not exceed the Maximum Loan Availability after giving effect to such request and any Release Consideration to be paid and/or the acceptance of any Property subject as an additional or replacement Borrowing Base Property to be given concurrently with such request; (iv) the Borrower requests in writing to the following terms Administrative Agent a payoff letter for the Collateral it seeks to release from the Mortgage not less than three (3) Business Days prior to the date such payoff is needed, together with all data reasonably necessary to support the Borrower’s being entitled to the partial release, including, without limitation, a legal description for the Collateral to be released and conditions:a partial release document prepared by the Borrower, all at the Borrower’s expense and all in form and content satisfactory to the Administrative Agent; (av) There the Borrower shall submit to the Administrative Agent within five (5) Business Days after the closing of the sale, a photocopy of the final signed closing statement with respect to the sale of such Collateral, it being understood that the Borrower’s failure to submit a closing statement within such time period shall not constitute a Default hereunder; (vi) the Borrower shall pay all costs and expenses of the Administrative Agent, including, without limitation, reasonable legal fees and expenses incurred by the Administrative Agent in connection with any partial release of the Mortgage; (vii) the Borrower pays, or causes to be a paid, to the Administrative Agent the Release Consideration for any Collateral to be released from the Mortgages under this Section 4.2(a), which Release Consideration shall be applied to payment of any outstanding Revolving Loans hereunder, and to the extent no Revolving Loans are outstanding or if following payment of outstanding Revolving Loans additional funds remain, such Release Consideration shall be returned to the Borrower within one (1) Business Day of receipt of such proceeds by the Administrative Agent; and (viii) no monetary Default, material non-monetary Default or Event of Default hereunder exists. Notwithstanding the provisions of Section 4.2(a)(viii), during the existence of an Event of Default, provided that (i) the conditions set forth in Sections 4.2(a)(i) through (a)(vi) are satisfied, and (ii) Borrower pays, or causes to be paid, to the Administrative Agent the Release Consideration required to be paid under Section 4.2(a)(vii) (which the parties agree shall be applied in accordance with Section 11.5), then the Administrative Agent shall issue partial releases from the Lien of a Mortgage and other Security Documents for (y) the sale, transfer or conveyance by the Borrower of any Presold Housing Unit, Lots Under Development, Finished Lots or Land Held for Development pursuant to a valid, bona-fide agreement between the Borrower and a third party entered into prior to the occurrence of the applicable Event of Default, or (z) the sale, transfer or conveyance by the Borrower of any other Housing Unit, Lots Under Development, Finished Lots or Land Held for Development with the prior written consent of the Loan Instruments;Administrative Agent in its sole discretion. (bi) Borrower shall submit With respect to Lender a any Collateral other than Housing Units, upon five (5) Business Days prior written request for by the Borrower, the Administrative Agent will execute all partial release documents for such Collateral other than Housing Units released from Mortgages, and (ii) with respect to any Housing Units, once per month, the Administrative Agent will execute all partial release documents for such Housing Units released from Mortgages during the preceding month, which partial release documents will be executed on the forms of a Property (release previously prepared and forwarded by the “Partial Release”) Borrower as set forth above or on such other release documentation in form and substance satisfactory reasonably acceptable to Lender together with a lot the Administrative Agent and block description of customarily used in the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etcapplicable jurisdiction.) and the date when the Partial Release is to become effective; (c) If required Upon request by Lenderthe Borrower and without payment of any release price or Release Consideration, or other amount, the Administrative Agent shall also release land from the Lien of the Mortgages and other Security Documents or subordinate such Liens, all accrued as necessary to effect necessary dedications of roadways or utility and unpaid interest on service areas to Governmental Authorities or utility companies, to convey common areas to homeowners or condominium associations, and to allow the principal amount recordation of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available fundsplats, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal easements and declarations to the Release Price as providedextent such are common or reasonably necessary for the development of Collateral for residential purposes, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of Borrower shall pay all reasonable costs and expenses arising of the Administrative Agent including, without limitation, reasonable legal fees incurred by the Administrative Agent in connection with any Partial Releasesuch release. Notwithstanding any provision herein Releases of Collateral from the Mortgages and other Security Documents shall not affect or impair the Lien of the Mortgages and the Administrative Agent’s Lien and security interests created by the other Loan Documents as to the contraryCollateral and other property encumbered by the Mortgages and the other Loan Documents not theretofore released, at such time and said Liens and security interests shall continue in full force and effect as Lender provides to the title company (which is closing Collateral and such other property not released. Except as set forth in this Section 4.2, no Collateral shall be released from the sale Lien of a Property) a “payoff” quote for a Property being released from a Mortgage, Mortgage applicable thereto. Lenders hereby irrevocably authorize the Administrative Agent to release Collateral in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotSection 4.2.

Partial Releases. Borrower Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, in the event that Borrowers desire to sell one or more of the Properties (each such sale, a “Property Sale”), to a bona fide third party purchaser who is not a Restricted Party or an Affiliate of a Restricted Party, Borrowers shall have the right after the Lockout Period and without violating the Loan Documents, to sell such Property or Properties and obtain partial releases a release of such Property or Properties from the Lien of the applicable Mortgage or Mortgages and the other Loan Documents encumbering such Property subject to or Properties, provided that all of the following terms and conditionsconditions shall be satisfied with respect to such Property Sale: (a) There Borrowers shall not be have submitted to Lender and Mezzanine Lender a written request for release relating to such Property Sale (each, a “Sale Request”) at least thirty (30) days prior to the proposed Property Sale, which Sale Request (i) shall specify the Property or Properties that Borrowers intend to sell (collectively, the “Sale Request Properties”) and state the anticipated closing date of such Property Sale, and (ii) shall include an Officer’s Certificate providing a certification that as of the date of the Sale Request, no Default or Event of Default hereunder or under any other of the Loan Instrumentshas occurred and is continuing; (b) Borrower Borrowers shall submit have paid, or shall have arranged to Lender a request for partial release of a Property (be paid contemporaneously with the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description closing of the Residence Property Sale, to be released. In addition(i) Lender, and Lender shall have received by wire transfer of immediately available federal funds, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance companyapplicable Yield Maintenance Premium, if any, based on the portion of the pro rata share of the Release Price to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.paid to Lender as contemplated by Section 2.6.1(c) and (ii) Mezzanine Lender, the date when yield maintenance premium it is entitled to receive in connection with its receipt of its pro rata share of the Partial Release is to become effectivePrice as contemplated by Section 2.6.1(c); (c) If required In addition to the amount set forth in the preceding clause (b), Borrowers shall have paid, or shall have arranged to be paid, contemporaneously with the closing of the Property Sale, to Lender and Mezzanine Lender, and Lender and Mezzanine Lender shall have received by wire transfer of immediately available federal funds, an amount equal to the sum of (i) in the case of Lender, its pro rata share of the Release Price for the Sale Request Properties (based on the Financing Percentages), the proceeds of which Release Price, shall be applied to prepay the Debt in accordance with Section 2.6.4, (ii) in the case of the Mezzanine Lender, the remainder of the Release Price, the proceeds of which shall be applied to prepay the Mezzanine Debt in accordance with the Mezzanine Loan Agreement, plus (iii) with respect to Lender or Mezzanine Lender, as the case may be, all accrued and unpaid interest on said amounts prepaid in accordance with the principal amount terms of this Agreement and the Mezzanine Loan Agreement, as applicable, plus (iv) if such prepayment occurs on a day other than a Payment Date, to Lender or Mezzanine Lender, as the case may be, interest at the applicable interest rates under the Loan being prepaid shall be paid at and the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made Mezzanine Loan on the respective amounts so prepaid through, but not including, the next following business daysucceeding Payment Date; (d) Payment Borrowers shall have paid, in connection with the Sale Request Properties, all of the actual out-of-pocket reasonable third party legal fees and actual out-of-pocket reasonable third party expenses incurred by Lender and Mezzanine Lender in connection with reviewing and processing each such Sale Request, whether or not any Property Sale which is the subject of a Sale Request actually closes; (e) No Default or Event of Default shall have occurred and be continuing at the time of the submission by Borrowers of the Sale Request or at the time of the closing of any Property Sale; (f) Those Properties which are not the subject of a Property Sale shall continue to comply with all applicable Legal Requirements, including, without limitation, zoning and/or parking requirements to the extent such compliance is required elsewhere in this Agreement; (g) The proportion of Net Operating Income derived from Leases with Investment Grade tenants immediately following, and after giving effect to, such Property Sale shall be no less than the Closing Date Percentage of Investment Grade Income; (h) After giving effect to the Property Sale, the Debt Service Coverage Ratio for the annual period immediately prior to the anticipated Property Sale, based on the annual Net Operating Income applicable to the remaining Properties (i.e., excluding the Properties subject to such Property Sale or any prior Property Sale) shall not be less than the greater of (i) the Debt Service Coverage Ratio for all Properties in effect as of the Closing Date, and (ii) the Debt Service Coverage Ratio in effect immediately prior to the Property Sale; (i) After giving effect to the Property Sale, the Loan to Value Ratio for the annual period immediately prior to the anticipated Property Sale, based on the values applicable to the remaining Properties (i.e., excluding the Properties subject to such Property Sale or any prior Property Sale) shall not be greater than the Loan to Value Ratio for all Properties in effect as of the Closing Date; (j) If and to the extent any proposed Sale Request Property is subject to a master lease with other Properties (not previously subject to a Property Sale), and Borrower intends to have any of such other Properties remain subject to the Lien of the Mortgage or Mortgages following an applicable Property Sale, then Borrower (A) shall enter into an amendment of the Lease which is such Master Lease, which among other things shall (i) release each such Sale Request Property from the terms of such Lease, (ii) adjusts rent in a manner set forth in such master lease or as may otherwise be reasonably acceptable to Lender and Mezzanine Lender, (iii) adjusts expenses that must be paid by landlord under the terms of an amount such Lease (and which are not reimbursed by tenant under such Lease) in cash equal a manner which is reasonably acceptable to the Release Price as providedLender and Mezzanine Lender and (iv) otherwise contains terms and provisions which are reasonably acceptable to Lender and Mezzanine Lender, and as (B) shall cause such term is defined in Paragraph 18 tenant to provide such estoppels and enter into a modification of the Specific Loan Terms attached heretoexisting subordination, non-disturbance and attornment agreement and such other documentation, as Lender and Mezzanine Lender each reasonably requires; and (ek) Payment to Lender of all reasonable costs The Manager and expenses arising in connection with any Partial Release. Notwithstanding any provision herein other parties to the contrary, at such time as Management Agreement shall provide Lender provides with written evidence that the Properties that are the subject of the applicable Property Sale will no longer be subject to the title company (which is closing application of the sale of a Property) a “payoff” quote for a Management Agreement once such Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements Sale has been completed and that Manager will no longer earn fees under the Loan Management Agreement with respect to said Properties once such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotProperty Sale has been completed.

Partial Releases. The Borrower shall have may obtain the right to obtain partial releases release of any Mortgaged Property (the “Release Tract”) from the liens and security interests of the Property subject to Loan Documents if it satisfies the following terms and conditions: (a) There The Borrower shall not submit to the Administrative Agent with such request a compliance certificate ( the “Release Compliance Certificate”) prepared using the financial statements of the Borrower most recently provided or required to be a provided to the Administrative Agent under Section 5.01, 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 hereunder or under shall exist after giving effect to such release, and after taking into account any other prepayment of outstanding Loans necessary to maintain compliance with the Loan Instruments;financial covenants herein. Lead Borrower will also deliver to the Administrative Agent a Borrowing Base Certificate with pro forma information without the Release Tract. (b) Borrower shall submit to Lender The release will be for the entire Release Tract, and not for just a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etcportion thereof.) and the date when the Partial Release is to become effective; (c) If required by Lender, There shall at all accrued and unpaid interest on times be a minimum of four (4) Mortgaged Properties in the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day;Pool. (d) Payment to Lender of an amount in cash equal No less than thirty (30) days prior to the Release Price as provided, and as such term is defined in Paragraph 18 date of the Specific Loan Terms attached hereto; andrequested release (“Partial Release Date”), the Borrower shall deliver to the Administrative Agent a written request for such partial release (the “Release Request”). (e) Payment to Lender of The Borrower shall pay all reasonable costs and expenses arising reasonably incurred by the Administrative Agent in connection with such partial release, including, without limitation, reasonable attorneys’ fees, recording fees and any Partial Release. Notwithstanding any provision herein title policy endorsement fees. (f) Subject to the contrarysatisfaction of the provisions of this Section, at such time as Lender provides to the title company (Borrower owning the Release Tract and which is closing has no other ownership interest in any of the sale of a Property) a “payoff” quote for a Property being remaining Mortgaged Properties, shall be released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements all obligations under the Loan with respect to such Property. Notwithstanding any provision herein to Documents, including without limitation, further payment and performance of the contraryLoans on the Partial Release Date, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish other than pending obligations under the LotEnvironmental Indemnity.

Partial Releases. Borrower shall have After the right to obtain partial releases of the Property subject Release Date and prior to the following terms First Open Payment Date, and conditions: (a) There shall not be a Default or provided no Event of Default hereunder or under any other of the Loan Instruments; (b) exists, Borrower shall submit may from time to Lender time obtain a request for partial release of (a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description from the lien of the Residence Mortgage and the Loan Documents of one or more Individual Properties (collectively, the “Partial Release Parcel”), provided that all of the following conditions precedent have been satisfied with respect to any such Partial Release of any such Partial Release Parcel: (A) No Partial Release will be releasedpermitted until after the Release Date or if any Event of Default has occurred and is continuing. In additionNo Partial Release will be permitted on or after the First Open Payment Date. (B) No Partial Release will be permitted unless Borrower establishes to Lender’s reasonable satisfaction that the Debt Service Coverage Ratio, determined using Lender’s underwriting standards, for the remainder of the Properties (i.e., exclusive of any income from the Partial Release should Parcel) is and shall continue to be accompanied with information necessary equal to or greater than the greater of (i) the Debt Service Coverage Ratio for Lender the Properties calculated immediately prior to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbersinclusive of the income from the Partial Release Parcel, release numbersand assuming no partial defeasance of the Loan resulting from the Partial Release), assessorand (ii) 1.15:1.00. (C) No Partial Release of the Partial Release Parcel will be permitted unless Borrower establishes to Lender’s parcel numbersreasonable satisfaction that the value of the remainder of the Properties (as determined by a then-current appraisal prepared by an appraiser selected by Lender, etc.the fees and expenses of which shall be paid by Borrower, which appraiser and appraisal shall conform in all respects to the criteria for appraisals set forth in the Financial Institutions Reform and Recovery Act of 1989 and the regulations promulgated thereunder (as if Lender were an institution under the jurisdiction thereof) and the date when Uniform Standards of Professional Appraisal Practices of the Appraisal Foundation; an appraisal of the Partial Release Parcel confirming with the foregoing standard shall also be prepared) is sufficient to become effective; satisfy a loan-to-value ratio (c) If required by Lender, all accrued and unpaid interest based on the then-outstanding principal amount balance of the Loan, less the sum of the Allocated Loan Amounts for the Individual Property(ies) included in the Partial Release Parcel) not in excess of the lesser of (i) the loan-to-value ratio for the Properties calculated immediately prior to the Partial Release (i.e., based on the outstanding principal balance of the Loan being prepaid inclusive of the Allocated Loan Amounts for the Individual Property(ies) included in the Partial Release Parcel), and (ii) 80%. (D) The Partial Release shall be allowed only in connection with a bona fide all-cash sale of the Partial Release Parcel to an unaffiliated third party on arms-length terms and conditions, and upon closing of such sale (and thereafter) shall not be owned, purchased or acquired by Borrower or any Affiliate of Borrower. (E) Borrower will on the date of the Partial Release (the “Partial Release Date”) complete a Partial Defeasance, pursuant to Section 2.3 hereof, of a portion of the Loan (the “Partial Defeasance Amount” for such Partial Release Parcel) equal to 125% of the Allocated Loan Amount for the Individual Property included in the Partial Release. (F) Borrower will execute (and Guarantor will consent in writing thereto and reaffirm their obligations under the Loan Documents to which they are a party notwithstanding the Partial Release) and deliver all such amendments to the Loan Documents and other instruments or documents as may be required by Lender (using commercial standards customarily applied with respect to mortgage loans such as the Loan) in order to continue to fully protect Lender’s lien and security interest in the remainder of the Properties. (G) Borrower, at its sole cost and expense, shall obtain endorsements to Lender’s loan policy of title insurance satisfactory in form and content to Lender, which endorsements will (i) affirmatively evidence the continued validity of Lender’s first lien position created by the Loan Documents through the date of recordation of the partial release of the Partial Release Parcel, and (ii) insure that the lien created by the Loan Documents remains a valid first lien on the remainder of the Properties. (H) Borrower and Guarantor shall deliver to Lender affidavits representing that no material adverse change concerning the Loan or the Properties has occurred. (I) Borrower shall have provided Lender with a Rating Confirmation with respect to the Partial Release. (J) Borrower shall have paid all reasonable costs and expenses incurred by Lender in connection with such request for a Partial Release, including, but not limited to, the preparation, negotiation and review of any and all materials required to be provided in connection therewith, Lender’s reasonable attorneys’ fees and costs, survey charges, title insurance fees, appraisal fees, inspection fees, environmental consultant’s fees and any fees or charges of the applicable Rating Agencies. Borrower shall pay all such costs and expenses incurred by Lender in connection with each request for a Partial Release, regardless of whether such a Partial Release ultimately occurs. For the avoidance of doubt, any provision in this Section 2.10 which provides for the exercise of discretion by Lender (e.g., by requiring delivery of documents that Lender may request or require or by requiring that documents or other items be acceptable to Lender, or acceptable to Lender in its reasonable discretion, or in accordance with Lender’s requirements or through use of words with similar import) shall be construed as permitting Lender to reject a document or other item only if such document or item fails to satisfy generally-applicable underwriting standards for securitized commercial mortgage loans employed at the time such partial release occurs; and similarly, Lender’s requirement for delivery of any document or other item or the taking of any action shall be construed as only requiring the delivery of such documents or items or the taking of such action as would be required under generally applicable underwriting standards for securitized commercial mortgage loans employed at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotoccurs.

Partial Releases. The Borrower shall have may obtain the right to obtain partial releases release of any Mortgaged Property (the “Release Tract”) from the liens and security interests of the Property subject to Loan Documents if it satisfies the following terms and conditions: (a) There shall No Event of Default is in existence, and the release of the Release Tract will not cause there to be a Default (including under Sections 2.01 or Event of Default hereunder or under any other of 5.12 hereof). Lead Borrower will deliver to the Loan Instruments;Administrative Agent a Borrowing Base Certificate with pro forma information without the Release Tract. (b) The release will be for the complete Mortgaged Property, and not for just a portion thereof. (c) No less than fifteen (15) days prior to the date of the requested release (“Partial Release Date”), the Borrower shall submit deliver to Lender the Administrative Agent a written request for such partial release of a Property (the “Partial ReleaseRelease Request”). (d) in form The Borrower shall provide the Administrative Agent with an endorsement to the Title Insurance Policy, if required with respect to interrelated Title Insurance Policies, and substance satisfactory such other documents as may be reasonably required by the Administrative Agent, to Lender together with a lot confirm that the liens and block description security interests of the Residence to be released. In addition, Loan Documents remain valid and prior liens against the Partial Release should be accompanied Mortgaged Properties (the “Remaining Projects”). (e) The Borrower shall pay all costs and expenses incurred by the Administrative Agent in connection with information necessary for Lender to process the such Partial Release, including the name including, without limitation, reasonable attorneys’ fees, recording fees and address any title policy endorsement fees. (f) The Administrative Agent shall have received satisfactory evidence that each of the title insurance companyRemaining Projects which is adjoining or which shares access or easements with the Release Tract, if any, has adequate access and joint use easements, that there are no encroachments from or on to whose attention the Release Tract, and that there is no inability to use required facilities or amenities, which evidence may be provided by a Current Survey of the affected Remaining Projects. Subject to the satisfaction of the provisions of this Section, any Borrower other than the Borrower owning the Release Tract which has no other ownership interest in any of the Remaining Projects, will be released from further payment and performance of the Loans on the Partial Release should be directedDate, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements other than obligations under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotEnvironmental Indemnity.

Partial Releases. Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, in the event that Mortgage Borrowers desire to sell one or more of the Properties (each such sale, a “Property Sale”), to a bona fide third party purchaser who is not a Restricted Party or an Affiliate of a Restricted Party, Borrower shall have the right after the Lockout Period and without violating the Loan Documents, to cause Mortgage Borrowers to sell such Property or Properties and obtain partial releases a release (y) of such Property or Properties from the Lien of the applicable Mortgage or Mortgages and the other Mortgage Loan Documents encumbering such Property or Properties and (z) of Lender’s Lien upon the Collateral relating to the Mortgage Borrower that owns the related Property, provided that, in the case where Mortgage Borrower owns more than one Property, such release with respect to such membership interest shall not be effective until such Mortgage Borrower shall no longer own any Properties subject to the Lien of a Mortgage, in accordance with the applicable terms of this Agreement and the Mortgage Loan Agreement, and provided, further, that all of the following terms and conditionsconditions shall be satisfied with respect to such Property Sale: (a) There Borrower shall not be (and shall cause Mortgage Borrowers to, as applicable) have submitted to Lender and Mortgage Lender a written request for release relating to such Property Sale (each, a “Sale Request”) at least thirty (30) days prior to the proposed Property Sale, which Sale Request (i) shall specify the Property or Properties that Mortgage Borrowers intend to sell (collectively, the “Sale Request Properties”) and state the anticipated closing date of such Property Sale, and (ii) shall include an Officer’s Certificate providing a certification that as of the date of the Sale Request, no Default or Event of Default hereunder under the Mortgage Loan Agreement or under any other of the Loan Instrumentsthis Agreement has occurred and is continuing; (b) Borrower shall submit (and shall cause Mortgage Borrowers to, as applicable) have paid, or shall (and shall cause Mortgage Borrowers to, as applicable) have arranged to Lender a request for partial release of a Property (be paid contemporaneously with the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description closing of the Residence Property Sale, to be released. In addition(i) Lender, and Lender shall have received by wire transfer of immediately available federal funds, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance companyapplicable Yield Maintenance Premium, if any, based on the portion of the pro rata share of the Release Price to whose attention be paid to Lender as contemplated by Section 2.6.1(c) of the Partial Mortgage Loan Agreement and (ii) Mortgage Lender, the yield maintenance premium it is entitled to receive in connection with its receipt of its pro share of the Release should be directed, numbers that reference Price as contemplated by Section 2.6.1(c) of the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiveMortgage Loan Agreement; (c) If required In addition to the amount set forth in the preceding clause (b), Borrower shall (and shall cause Mortgage Borrowers to, as applicable) have paid, or shall (and shall cause Mortgage Borrowers to, as applicable) have arranged to be paid, contemporaneously with the closing of the Property Sale, to Lender and Mortgage Lender, and Lender and Mortgage Lender shall have received by wire transfer of immediately available federal funds, an amount equal to the sum of (i) in the case of Lender, its pro rata share of the Release Price for the Sale Request Properties (based on the Financing Percentages), the proceeds of which Release Price, shall be applied to prepay the Debt in accordance with Section 2.7, (ii) in the case of the Mortgage Lender, the remainder of the Release Price, the proceeds of which shall be applied to prepay the Mortgage Debt in accordance with the Mortgage Loan Agreement, plus (iii) with respect to Lender or Mortgage Lender, as the case may be, all accrued and unpaid interest on said amounts prepaid in accordance with the principal amount terms of this Agreement and the Mortgage Loan Agreement, as applicable, plus (iv) if such prepayment occurs on a day other than a Payment Date, to Lender or Mortgage Lender, as the case may be, interest at the applicable interest rates under the Loan being prepaid shall be paid at and the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made Mortgage Loan on the respective amounts so prepaid through, but not including, the next following business daysucceeding Payment Date; (d) Payment Borrower shall (and shall cause Mortgage Borrowers to, as applicable) have paid, in connection with the Sale Request Properties, all of the actual out-of-pocket reasonable third party legal fees and actual out-of-pocket reasonable third party expenses incurred by Lender and Mortgage Lender in connection with reviewing and processing each such Sale Request, whether or not any Property Sale which is the subject of a Sale Request actually closes; (e) No Default or Event of Default shall have occurred and be continuing at the time of the submission by Borrower and Mortgage Borrowers, as applicable, of the Sale Request or at the time of the closing of any Property Sale; (f) Those Properties which are not the subject of a Property Sale shall continue to comply with all applicable Legal Requirements, including, without limitation, zoning and/or parking requirements to the extent such compliance is required elsewhere in this Agreement; (g) The proportion of Net Operating Income derived from Leases with Investment Grade tenants immediately following, and after giving effect to, such Property Sale shall be no less than the Closing Date Percentage of Investment Grade Income; (h) After giving effect to the Property Sale, the Debt Service Coverage Ratio for the annual period immediately prior to the anticipated Property Sale, based on the annual Net Operating Income applicable to the remaining Properties (i.e., excluding the Properties subject to such Property Sale or any prior Property Sale) shall not be less than the greater of (i) the Debt Service Coverage Ratio for all Properties in effect as of the Closing Date, and (ii) the Debt Service Coverage Ratio in effect immediately prior to the Property Sale; (i) After giving effect to the Property Sale, the Loan to Value Ratio for the annual period immediately prior to the anticipated Property Sale, based on the values applicable to the remaining Properties (i.e., excluding the Properties subject to such Property Sale or any prior Property Sale) shall not be greater than the Loan to Value Ratio for all Properties in effect as of the Closing Date; (j) If and to the extent any proposed Sale Request Property is subject to a master lease with other Properties (not previously subject to a Property Sale), and the applicable Mortgage Borrower intends to have any of such other Properties remain subject to the Lien of the Mortgage or Mortgages following an applicable Property Sale, then Borrower shall cause the applicable Mortgage Borrower (A) to enter into an amendment of the Lease which is such Master Lease, which among other things shall (i) release each such Sale Request Property from the terms of such Lease, (ii) adjusts rent in a manner set forth in such master lease or as may otherwise be reasonably acceptable to Lender and Mortgage Lender, (iii) adjusts expenses that must be paid by landlord under the terms of an amount such Lease (and which are not reimbursed by tenant under such Lease) in cash equal a manner which is reasonably acceptable to the Release Price as providedLender and Mortgage Lender and (iv) otherwise contains terms and provisions which are reasonably acceptable to Lender and Mortgage Lender, and as (B) to cause such term is defined in Paragraph 18 tenant to provide such estoppels and enter into a modification of the Specific Loan Terms attached heretoexisting subordination, non-disturbance and attornment agreement and such other documentation, as Lender and Mortgage Lender each reasonably requires; and (ek) Payment to Lender of all reasonable costs The Manager and expenses arising in connection with any Partial Release. Notwithstanding any provision herein other parties to the contrary, at such time as Management Agreement shall provide Lender provides with written evidence that the Properties that are the subject of the applicable Property Sale will no longer be subject to the title company (which is closing application of the sale of a Property) a “payoff” quote for a Management Agreement once such Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements Sale has been completed and that Manager will no longer earn fees under the Loan Management Agreement with respect to said Properties once such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotProperty Sale has been completed.

Partial Releases. Borrower Provided there exists no Default or Event ---------------- of Default, Administrative Agent shall have release the right to obtain partial releases lien and effect of the Property subject to Mortgage from portions of the following terms and conditionsPremises (each such portion of the Premises, a "Release Parcel") as follows: (ai) There All such releases shall not be a Default or Event subject, in each case, to Borrower's compliance with the provisions of Default hereunder or under any other Section 8.25, if applicable, and to Administrative Agent's receipt of (A) evidence that the balance of the Loan Instruments; Premises complies with all applicable zoning and other Laws, (bB) Borrower shall submit an endorsement to Lender a request the title insurance policy for partial the Mortgage insuring that (x) the Mortgage will in no way be impaired by virtue of the release of the Release Parcel and (y) the subdivision of the Release Parcel has been validly effected and the balance of the Premises constitutes a Property separate tax and zoning lot, (C) a current survey of the “Partial Release”Premises, specifically delineating the Release Parcel, certified to Administrative Agent and the Title Insurer, (D) such other documents (including, without limitation, easement agreements), opinions and assurances as Administrative Agent or Lenders' Counsel may reasonably request (all of the foregoing items (A) through (D) to be received by Administrative Agent at least ten (10) Business Days prior to the proposed release and be in form and substance reasonably satisfactory to Lender together with a lot Administrative Agent and block description of Lenders' Counsel), (E) the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance companyappropriate release price, if any, required by subparagraph (iv) below, to whose attention be applied by Administrative Agent to the Partial Release should repayment of the Principal Amount and accrued and unpaid interest thereon and (F) payment of a $5,000 processing fee to Administrative Agent and Administrative Agent's out-of- pocket expenses, including attorneys' fees and expenses, in connection therewith. (ii) The Excess Land shall be directedreleased, numbers upon Borrower's written request, as provided in subparagraph (i) above. Borrower covenants that reference if the Partial Release Excess Land is developed as part of the second phase of the overall project of which the Improvements are a part (i.e.the "Phase II Development"), order numberssuch development shall be done generally in accordance with the conceptual plans therefor submitted to Agents prior to the date hereof. (iii) Portions of the Premises (other than the Excess Land) shall be released, release numbersupon Borrower's written request, assessor’s parcel numbersas provided in subparagraph (i) above, etc.and provided, further, that Administrative Agent shall have -------- ------- determined (which determination shall be conclusive so long as made on a reasonable basis) that (A) Guarantor is in compliance with the covenants set forth in paragraphs 9 and 10 of the Payment Guaranty, (B) the then Commitment Amount does not exceed (x) 65%, until such time as 25% of the Premises (exclusive of the Excess Land), as determined on the basis of Allocated Amounts, has been released as provided herein and (y) 60%, thereafter, in each case of the "stabilized" value of those portions of the Premises remaining subject to the Mortgage, exclusive of the Excess Land (as reflected in an update to the appraisal delivered pursuant to Section 4.01(a)(4), which updated appraisal shall be commissioned by Administrative Agent at Borrower's expense) and (C) Debt Service Coverage in respect of those portions of the Premises remaining subject to the Mortgage (taking into account the release price paid pursuant to subparagraph (iv) below) will be equal to or greater than the Debt Service Coverage which existed immediately prior to the release; provided, however, that the foregoing -------- ------- loan-to-value and Debt Service Coverage conditions set forth in clauses (B) and (C) above shall be deemed satisfied if Borrower either (x) makes a partial prepayment of the Principal Amount no later than five (5) Business Days prior to the date when of the Partial Release release in an amount such that the requisite loan-to-value and Debt Service Coverage, each recomputed based on the reduced Commitment Amount, are attained or (y) delivers to Administrative Agent, for the benefit of Lenders, additional collateral for the payment and performance of Borrower's obligations under the Loan in the form of (I) cash, (II) an unconditional, irrevocable letter of credit issued to Administrative Agent by a financial institution having a credit rating of A or better by Xxxxx'x Investor's Service, Inc. (or its equivalent by another nationally recognized rating agency) and reasonably acceptable to Administrative Agent and having an expiration date no earlier than one (1) month subsequent to the Maturity Date or (III) marketable securities or other collateral, in each case in an amount sufficient (assuming such additional collateral were applied in reduction of the Principal Amount) to cause the requisite loan- to-value and Debt Service Coverage to be attained. Any cash collateral delivered to Administrative Agent pursuant to this subparagraph (iii) shall be deposited into an interest-bearing "blocked" cash collateral account to be established with and held in the name of Administrative Agent. Any additional collateral delivered pursuant to this subparagraph (iii) shall be satisfactory, in form and substance, to Administrative Agent and the collateral value thereof, other than in the cases of cash or letters of credit, for purposes of this subparagraph, shall be conclusively determined by Administrative Agent. Borrower hereby assigns any such account and all sums therein, including earnings thereon, and any other additional collateral delivered pursuant hereto, to Administrative Agent, for the benefit of Lenders, as security for the Loan. Borrower acknowledges and agrees that Administrative Agent shall receive and retain possession of all documents or instruments constituting or evidencing any such additional collateral to perfect its security interests therein. At any time following the occurrence of an Event of Default, Administrative Agent may, upon the direction of the Required Lenders, apply any and all such additional collateral, including earnings thereon, to the immediate reduction of the Principal Amount and/or accrued and unpaid interest and/or other sums payable hereunder or under the Notes or other Loan Documents, in such order and amounts as the Required Lenders shall elect. Administrative Agent is hereby appointed Borrower's attorney-in-fact for the purpose of so dealing with any additional collateral delivered pursuant hereto. Borrower agrees to become effective;execute such further documents (including security agreements and UCC-1 financing statements) and do such further acts as Administrative Agent may reasonably request to confirm or perfect the assignment and security interests provided for in this subparagraph. (civ) If As a condition to releases of Release Parcels pursuant to subparagraph (iii) above, Borrower shall be required by Lenderto pay a release price in an amount equal to 115% of the Allocated Amount therefor, together with all accrued and unpaid interest on thereon. No release price shall be required for releases of Release Parcels pursuant to subparagraph (ii) above. Notwithstanding anything to the principal amount contrary contained herein, if pursuant to the foregoing provisions, the release of a Release Parcel under subparagraph (iii) above and the application of the appropriate release price therefor results in a reduction of the Commitment Amount to $100,000,000 or less, then, within ten (10) days of Administrative Agent's request made at the direction of the Required Lenders, Borrower shall, and hereby covenants and promises to, repay the entire Principal Amount and all accrued and unpaid interest thereon, and all other sums due to Lenders or Administrative Agent in connection with the Loan, in full. Upon any such request by Administrative Agent, Borrower's entitlement to further advances of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as providedAmount, and as Lenders' respective obligations to make such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contraryfurther advances, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotautomatically terminate.

Partial Releases. At the written request of Borrower shall have (which request may be delivered on behalf of Borrower by the right to obtain partial releases holder of the Property subject escrow (which escrow holder shall be reasonably acceptable to Lender) through which the sale of Homes is to occur (each, an "ESCROW"), Lender shall release a Home from the lien of the Deed of Trust in connection with an all cash sale of such Home to a bona fide, non-affiliated third-party purchaser upon the satisfaction of the following terms and conditionsconditions precedent with respect to each Home being released: (a) There shall not be a Default or No Event of Default hereunder Default, or under any other event which, with the giving of notice and/or the Loan Instrumentspassage of time or both, would constitute an Event of Default, shall have occurred and be continuing; (b) Borrower The sales agreement entered into with the third-party purchaser with respect to such home shall submit to Lender (i) be substantially on a request for partial release form previously approved by Lender, and (ii) comply with all applicable laws, statutes, rules and regulations imposed by governmental authorities having jurisdiction over the Property, including, without limitation, all regulations of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description any agency or political subdivision of the Residence state in which the Property is located requiring disclosures to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etcactual or prospective purchasers.) and the date when the Partial Release is to become effective; (c) If required by LenderThe Home constitutes a legally subdivided interest in real property, all accrued and unpaid interest on the principal amount release of such Home will not violate any requirements of any document of record covering the Loan being prepaid shall be paid at Property or any applicable law regarding subdivisions, parcel maps, the time such Partial Release is requested; provided that any payment in immediately available fundsdivision of land into lots or parcels, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed and/or the sale of property to have been made on the next following business daypublic; (d) Payment The applicable Home shall have been completed in accordance with the Plans and Specifications and all applicable permits, laws, ordinances, regulations and other requirements of all governmental agencies and public utility companies, and all necessary inspections and consents and approvals for the sale and occupancy thereof have been completed or obtained; (e) All payments required to have been made under the Senior Loan Documents, and all fees and costs in connection with the release of the lien of the Deed of Trust, including recording and reconveyance fees and costs, and any fees and costs reasonably incurred by Lender shall have been paid by the Borrower or the Home buyer; and (f) If such Home sale occurs following delivery of written notice by Lender to Borrower requiring payment of the Release Price through escrow, upon closing of the sale of such Home, Borrower shall have paid to Lender, in cash, an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising Price. Requests for reconveyance and/or appropriate releases in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Home Sales shall be delivered by Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20escrow instructions in a form to be approved by Lender in Lender's reasonable discretion. Upon request by Lender, Borrower shall not be entitled deliver to Lender a true and complete copy of the estimated or final escrow settlement statement for any further Disbursements under proposed sale, prepared by the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotEscrow holder.

Partial Releases. The Borrower shall have may obtain the right to obtain partial releases release of any Mortgaged Property (the “Release Tract”) from the liens and security interests of the Property subject to Loan Documents if it satisfies the following terms and conditions: (a) There shall No Event of Default is in existence, and the release of the Release Tract will not cause there to be a Default or Event of Default hereunder or (including under any other of Section 5.12 hereof). EDR will deliver to the Loan Instruments;Administrative Agent a Compliance Certificate with pro forma information without the Release Tract. (b) The release will be for the complete Mortgaged Property constituting a student housing community, and not for just a portion thereof. (c) No less than forty-five (45) days prior to the date of the requested release (“Partial Release Date”), the Borrower shall submit deliver to Lender the Administrative Agent a written request for such partial release of a Property (the “Partial ReleaseRelease Request”). (d) in form The Borrower shall provide the Administrative Agent with an endorsement to the Title Insurance Policy, if required with respect to interrelated Title Insurance Policies, and substance satisfactory such other documents as may be reasonably required by the Administrative Agent, to Lender together with a lot confirm that the liens and block description security interests of the Residence to be released. In addition, Loan Documents remain valid and prior liens against the Partial Release should be accompanied Mortgaged Properties (the “Remaining Projects”). (e) The Borrower shall pay all costs and expenses incurred by the Administrative Agent in connection with information necessary for Lender to process the such Partial Release, including the name including, without limitation, reasonable attorneys’ fees, recording fees and address any title policy endorsement fees. (f) The Administrative Agent shall have received satisfactory evidence that each of the title insurance companyRemaining Projects which is adjoining or which shares access or easements with the Release Tract, if any, has adequate access and joint use easements, that there are no encroachments from or on to whose attention the Release Tract, and that there is no inability to use required facilities or amenities, which evidence may be provided by a Current Survey of the affected Remaining Projects. Subject to the satisfaction of the provisions of this Section, any Borrower other than EDR owning the Release Tract which has no other ownership interest in any of the Remaining Projects, will be released from further payment and performance of the Loans on the Partial Release should be directedDate, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements other than obligations under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotEnvironmental Indemnity.

Partial Releases. As a part of Borrower's request for Lender to approve any proposed Resale Contract, Borrower shall have the right to obtain partial releases also request Lender's approval of the Property subject corresponding release of the Release Parcel from the lien of the Mortgage (a "Partial Release") which such consent may be granted or withheld in Lender's sole discretion in tandem with its approval or disapproval of the corresponding Resale Contract. To the extent Lender consents to the provision of a Partial Release and the effectuation of a sale of the Release Parcel to a Release Parcel Purchaser pursuant to a Resale Contract, the following terms and conditionsrequirements shall be applicable to the Partial Release procedure: (a) There shall not be a Default or Event of Default hereunder or under any other The location and configuration of the Loan Instruments;Release Parcel shall be reasonably satisfactory to Lender and no Partial Release shall result in a Material Adverse Change with respect to any remaining portion of the Land including, without limitation, any negation or problematic limitation on access by any Parcel remaining in the Land to a public street. (b) Borrower Borrower's request for a Partial Release shall submit be given to Lender a request for partial release and accompanied by (i) any applicable Resale Contract or similar agreement, (ii) the identity and address of a Property any applicable Release Parcel Purchaser or lessee, (iii) the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block legal description of the Residence to be released. In additionRelease Parcel, the Partial Release should be accompanied with (iv) information necessary for Lender to process the request for Partial Release, Release including the name and address of the title insurance company, if any, to whose attention the Partial Parcel Release Instrument (hereinafter defined) should be directed, numbers that reference the Partial Release should be referenced (i.e.order number, order numbers, release numbers, assessor’s parcel numbers, etc.loan number) and the date when the such Partial Release is to become effectivebe made, and (v) such other documents and information concerning such Partial Release as Lender may reasonably request; (c) If required by LenderA sum equal to the Partial Release Price, all accrued and but unpaid interest on attributable to the principal amount Partial Release Price and all outstanding costs or expenses then owing by Borrower to Lender including, without limitation, Borrower's reimbursement to Lender of all of Lender's reasonable costs and expenses incurred with respect to processing the subject Parcel Release, shall be tendered to Lender for application in accordance with the terms of the Loan being prepaid Documents. (d) No Event of Default shall have occurred and be then existing; (e) No event, claim, liability or circumstance shall have occurred which, in Lender's determination, could be expected to result in a Material Adverse Change; (f) Within ten (10) Business Days after receipt of such request, and in accordance with and pursuant to the terms and conditions of this section, Lender shall execute an instrument effecting such Partial Release ("Partial Release Instrument") and deliver same to the title company so specified; provided, however, that all reasonable costs and expenses of Lender associated with such Partial Release (including, but not limited to, Lender's reasonable legal fees) shall be paid at by Borrower. Borrower shall also obtain all endorsements to the Title Insurance as may be reasonably required by Lender in connection with such Partial Release; (g) The execution and delivery of such Partial Release Instrument shall not affect any of Borrower's obligations under the Loan Documents, except that the payment of the Partial Release Price and associated sums described in subsection (c) above must be actually received by Lender. Regardless of the time such Partial Release Instrument is requested; provided that any executed, delivered and recorded, the payment by Borrower to Lender in immediately available funds, received respect to such Partial Release shall be credited against the Indebtedness only upon receipt by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on of the next following business day; (d) Payment to Lender of an amount in cash equal to the Partial Release Price as providedand other required sums due hereunder. The Partial Release Instrument shall be delivered, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to escrow, by Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgageso designated, to be held, released, delivered and recorded, in accordance with this Paragraph 20Lender's escrow instructions, Borrower which shall not require payment, in cash, of the Partial Release Price and other sums specified in subsection (c) above to Lender prior to delivery and recordation of the Partial Release Instrument. (h) Simultaneously with the effectuation of the Partial Release, the Release Parcel shall be entitled conveyed so as to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotowned by an entity other than Borrower.

Partial Releases. Provided no Default or Event of Default shall then be in existence, the Borrower shall have may obtain the right to obtain partial releases release of any Mortgaged Property (the “Release Tract”) from the liens and security interests of the Property subject to Loan Documents if it satisfies the following terms and conditions: (a) There The Borrower shall not submit to the Administrative Agent with such request a compliance certificate ( the “Release Compliance Certificate”) prepared using the financial statements of the Parent most recently provided or required to be a provided to the Administrative Agent under Section 5.01, 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 hereunder or under shall exist after giving effect to such release, and after taking into account any other prepayment of outstanding Loans necessary to maintain compliance with the Loan Instruments;financial covenants herein. (b) Borrower shall submit to Lender The release will be for the entire Release Tract, and not for just a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etcportion thereof.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on No less than thirty (30) days prior to the principal amount date of the Loan being prepaid shall be paid at the time such requested release (“Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.Date”), Dallas, Texas time, will be deemed the Borrower shall deliver to have been made on the next following business day;Administrative Agent a written request for such partial release. (d) Payment to Lender of an amount in cash equal to The Borrower shall pay the Release Price as provided, and as such term is defined in Paragraph 18 of with respect to the Specific Loan Terms attached hereto; andapplicable Release Tract on or prior to the Partial Release Date. (e) Payment After giving effect to Lender such Release, there shall remain at least five Mortgaged Properties still constituting Collateral hereunder with an aggregate minimum “as is” Appraised Value of no less than $50,000,000.00. (f) The Borrower shall pay all reasonable costs and expenses arising reasonably incurred by the Administrative Agent in connection with such partial release, including, without limitation, reasonable attorneys’ fees, recording fees and any Partial Releasetitle policy endorsement fees. Notwithstanding any provision herein Subject to the contrarysatisfaction of the provisions of this Section, at such time as Lender provides to the title company (Borrower owning the Release Tract and which is closing has no other ownership interest in any of the sale of a Property) a “payoff” quote for a Property being remaining Mortgaged Properties shall be released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements all obligations under the Loan with respect to such Property. Notwithstanding any provision herein to Documents, including without limitation, further payment and performance of the contraryLoans on the Partial Release Date, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish other than pending obligations under the LotEnvironmental Indemnity.

Partial Releases. Borrower shall have the right to obtain partial releases of the Property subject to the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other of the Loan Instruments; (b) Borrower shall submit to Lender a request for partial release of Lender’s security interest in the applicable Borrower Membership Interests (any such Property Owner, a “Release Property Owner”) created by any Pledge and Security Agreement (the a “Partial Release”) in form and substance satisfactory to Lender together with upon the sale (a lot and block description “Property Sale”), of the Residence Property owned by said individual Property Owner (the “Release Property”) to be released. In addition, a bona fide third party subject to the satisfaction of all of the terms and conditions specified below: (i) The Property Sale and Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address satisfy all of the title insurance company, if any, requirements contained in any of the Senior Loan Documents applicable to whose attention the a Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 the Senior Loan Documents, and the Property Sale and Property will not cause a Default or an Event of Default under any of the Specific Senior Loan Terms attached heretoDocuments; (ii) No Default or Event of Default shall exist under the Mezzanine Loan Documents or occur as a result of consummation of the Property Sale or the Partial Release; (iii) The proposed purchaser of the Release Property in connection with a Property Sale is not an Affiliate of Borrower; (iv) Borrower shall have provided thirty (30) days prior written notice to Lender of its intention to effect a Property Sale and Partial Release, specifying the Property and Property Owners involved and the intended date of the transaction; (v) Lender shall have received and approved of (a) all forms of documents necessary to release the Release Property from the lien of the Senior Loan Documents, each satisfactory to Lender in all respects, (b) all forms of documents necessary to release the pledge of the Borrower Membership Interests in the Release Property Owner and to affirm the continuing effect of the Mezzanine Loan Documents, (c) such endorsements to any Title Policy as Lender shall require, and (d) such other documents, agreements and opinions of counsel as Lender may reasonably require; (vi) If the Release Property is contiguous to any of the remaining Properties, the remaining Property or Properties that are not being released shall each (a) comply with all applicable Laws (including, without limitation, applicable subdivision, zoning and land use laws), (b) be a separate tax parcel and not be subject to any Liens for taxes attributable to the Release Property, and (iii) benefit from appropriate appurtenant easements for, among other things, access, utilities, and parking as are necessary or appropriate for the continued use of and operation thereof as is currently being used or as contemplated, all to the reasonable satisfaction of Lender; (vii) Lender shall have received payment from Borrower of Lender’s costs and expenses incurred in connection with the Partial Release (including, without limitation, reasonable attorneys’ fees and costs); (viii) Borrower shall have paid principal to Lender in an amount equal to the lesser of (a) 125% of the allocated loan amount (as shown on Schedule 1) for the Release Property, or (b) 100% of the Net Proceeds of the Property Sale remaining after Borrower has paid all amounts due any of the Senior Lenders in connection with the Property Sale and Partial Release, provided that such Net Proceeds remaining after such payment to any of the Senior Lenders represent at least 100% of the allocated loan amount (as shown on Schedule 1) for the Release Property, all as determined by Lender in its reasonable discretion; and (eix) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled have satisfied all requirements related to a prepayment of the Mezzanine Loan set forth in the Note, this Agreement or any other Mezzanine Loan Document. Nothing in this Subsection shall release Borrower or any Environmental Indemnitor from any liability or obligation relating to any further Disbursements under the environmental matters contained in this Agreement or any other Mezzanine Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotDocument.

Partial Releases. (a) At any time prior to the Maturity Date, the Administrative Agent shall, at the Borrower’s request, issue partial releases from the Lien of a Mortgage and other Security Documents of Land Held for Development, Lots Under Development, one or more Housing Units, one or more Finished Lots or other Collateral; provided, however, that prior to or simultaneously with each such partial release all of the following conditions shall be satisfied: (i) The sales price for any sale, transfer or conveyance must be at the Fair Market Value for such Collateral; (ii) The sales price for all Collateral sold during any calendar month must be not less than the contribution to the Borrowing Base as calculated in the most recently delivered Borrowing Base Certificate for such Collateral sold; (iii) If Collateral constituting more than 10% of the Borrowing Base in the Borrowing Base Certificate most recently delivered is to be released from the Mortgages in any month, the Borrower shall have delivered to the right Administrative Agent a Borrowing Base Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to obtain partial releases its reasonable satisfaction, that the outstanding principal balance of the Loans together with the aggregate amount of all Letter of Credit Liabilities will not exceed the Maximum Loan Availability after giving effect to such request and any Release Consideration to be paid and/or the acceptance of any Property subject as an additional or replacement Borrowing Base Property to the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other of the Loan Instrumentsgiven concurrently with such request; (biv) The Borrower requests in writing to the Administrative Agent a payoff letter for the Collateral it seeks to such release from the Mortgage not less than ten (10) Business Days prior to the date such payoff is needed, together with all data reasonably necessary to support the Borrower’s being entitled to the partial release, including, without limitation, a legal description for the Collateral to be released and a partial release document prepared by the Borrower, all at the Borrower’s expense and all in form and content satisfactory to the Administrative Agent; (v) The Borrower shall submit to Lender a request for partial release of a Property the Administrative Agent within two (2) Business Days after the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description closing of the Residence to be released. In additionsale, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address a photocopy of the title insurance company, if any, final signed closing statement with respect to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectivesale of such Collateral; (cvi) If required by Lender, The Borrower shall pay all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising of the Administrative Agent, including, without limitation, reasonable legal fees and expenses incurred by the Administrative Agent in connection with any Partial Release. Notwithstanding any provision herein partial release of the Mortgage; (vii) The Borrower pays, or causes to be paid, to the contrary, at such time as Lender provides Administrative Agent the Release Consideration for any Collateral to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed the Mortgages under this Section 4.5(a), which Release Consideration shall be applied to finish payment of any outstanding Revolving Loans hereunder, and to the Lot.extent no Revolving Loans are outstanding or if following payment of outstanding Revolving Loans additional funds remain, such Release Consideration shall be returned to the Borrower within one (1) Business Day of receipt of such proceeds by the Administrative Agent; and

Partial Releases. If Borrower has elected to prepay the Loan in part and the requirements of Section 2.4 and this Section 2.5.3, as applicable, have been satisfied Lender agrees to release from the Lien of the Mortgage and the other Loan Documents certain parcels of real property which do not materially and adversely affect the ongoing operations of the remaining property other than the lost income associated with the parcel being released (each a “Release Parcel” and, collectively, the “Release Parcels”) (but excluding the Retail Component or any portion thereof, which shall be governed by the provisions of Section 2.5.4 below) upon satisfaction of the following conditions by Borrower: (a) Not more than ninety (90) calendar days and not less than thirty (30) calendar days prior to the date of the release, Borrower delivers a notice (which Borrower shall have the right to obtain partial releases revoke, modify or extend from time to time) to Lender setting forth (i) the date of the proposed release, (ii) a survey of the Release Parcel in scope and substance that would be satisfactory to a prudent lender acting reasonably, and (iii) an appraisal indicating the value of the Property subject to the following terms (both inclusive and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other exclusive of the Release Parcel) that (A) is executed and delivered to Lender by a qualified MAI appraiser having no direct or indirect interest in such Release Parcel or any loan secured in whole or in part thereby and whose compensation is not affected by the approval or disapproval of such appraisal by Lender, (B) is addressed to Lender and its successors and assigns; and (C) satisfies the requirements of the Federal National Mortgage Association or the Federal Home Loan InstrumentsMortgage Corporation and Title XI of the Federal Institutions Reform, Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date of such calculation, with respect to such appraisal and the appraiser making such appraisal; (b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiveIntentionally omitted; (c) If required by Lender, all accrued and unpaid interest on the principal amount As of the Loan being prepaid shall be paid at date of the time such Partial Release release, no Event of Default is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business daycontinuing; (d) Payment Borrower delivers to Lender (i) evidence which would be satisfactory to a prudent lender acting reasonably that (A) the Release Parcel has been or concurrently with the release will be legally subdivided from the remainder of the Property (or an amount in cash equal application therefor shall have been filed and Borrower and transferee have entered into a property tax allocation agreement with the same economic effect of a tax lot subdivision), and (B) the Release Parcel (together with any appurtenant easements or other rights with respect to adjacent property) is not necessary for the Property to comply with any zoning, building, land use or parking or other similar Legal Requirements with respect to the Property or for the then current use of the Property, including without limitation for access, driveways, parking, utilities or drainage or, to the extent that the Release Price Parcel is necessary for any such purpose, a reciprocal easement agreement, joint development agreement or other agreement has been executed and recorded that would allow the owner of the Property to continue to use the Release Parcel to the extent necessary for such purpose, which joint development agreement or reciprocal easement agreement shall be superior to the Mortgage and (ii) a certificate executed by an officer of Borrower stating that after giving effect to such transfer, each of the Release Parcel and the balance of the Property (together with any appurtenant easements or other rights with respect to adjacent property) conforms to and is in compliance in all material respects with Legal Requirements and constitutes or will constitute a separate tax lot (and Lender agrees to execute and deliver an instrument in form and substance reasonably acceptable to Lender, at Borrower’s sole cost and expense, confirming the subordination of the Mortgage to a joint development agreement, reciprocal easement agreement or other agreement referred to in clause (i)(B) above); (e) Borrower shall deliver to Lender an endorsement to the Title Insurance Policy (to the extent reasonably available in the State) insuring the Mortgage, which endorsement (i) extends the effective date of such Title Insurance Policy to the effective date of the release, (ii) confirms no change in the priority of the Mortgage on the balance of the Property (exclusive of the Release Parcel and except as providedexpressly provided in Section 2.5.3(d)(B)(i) above); (iii) insures the rights and benefits under any new or amended reciprocal easement agreement or such other agreement required pursuant to Section 2.5.3(d)(i) above that has been executed and recorded, if any; and (iv) subject to the last paragraph of this Section 2.5.3, lists as Permitted Exceptions, and insures the rights and benefits under, any condominium or similar documents recorded in order to effect the creation of the Release Parcel, the terms of which shall have been approved by Lender (and Lender shall agree to subordinate the lien of the Mortgage to any such approved documents); (f) Borrower delivers evidence in the form of a certificate executed by Borrower that Borrower has complied with any requirements applicable to the release in the Leases, reciprocal easement agreements, operating agreements, parking agreements or other similar agreements affecting the Property and that the release does not violate any of the provisions of such documents in any material respect and that any such release of a Release Parcel shall not result in any right in favor of a third party of offset, abatement or reduction of rent payable to Borrower or any right in favor of a third party of termination, cancellation or surrender under any Leases, reciprocal easement agreements or other material agreement by which Borrower or the Property is bound or encumbered and the termination, cancellation or surrender of which would have a Material Adverse Effect; (g) Borrower pays all of Lender’s reasonable out-of-pocket expenses relating to the release of the Release Parcel; (h) Borrower shall, simultaneously with the release of any Release Parcel, transfer title to such Release Parcel to a Person(s) other than Borrower or Operating Lessee; (i) If the release of the Release Parcel occurs after a Securitization and the Loan is included in a Grantor Trust, Borrower shall deliver an opinion of counsel that would be acceptable to a prudent lender acting reasonably, prepared and delivered at Borrower’s reasonable expense, stating that any Grantor Trust that has acquired the Loan will not fail to maintain its status as a Grantor Trust solely as a result of such release; (j) Borrower pays to Lender the product of (A) one hundred and ten percent (110%) and (B) the product of (1) one hundred percent (100%) of the difference in the value of the Property including the Release Parcel, and excluding the Release Parcel, as set forth in the appraisal obtained pursuant to Section 2.5.3(a)(iii) and (2) fifty-seven and two tenths percent (57.2%) (the “Parcel Release Price”) and such prepayment shall be deemed a voluntary prepayment for all purposes hereunder and the requirements of Section 2.4 hereof shall be satisfied, including, without limitation the Yield Maintenance Premium if such prepayment is made prior to the Yield Maintenance End Date; (k) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the Loan to Value Ratio (as determined by Lender in its reasonable discretion using any commercially reasonable method permitted to a REMIC Trust in accordance with Section 1.860G-2(b)(7) of the Treasury Regulations) exceeds 125% immediately after the release of the applicable Release Parcel, no release will be permitted unless the principal balance of the Loan is paid down by a “qualified amount” as that term is defined in Paragraph 18 the IRS Revenue Procedure 2010-30, as the same may be amended, supplemented or modified from time to time, unless the Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the Specific Loan Terms attached heretorelated release of the applicable Release Parcel; (l) After giving effect to such release, the Debt Yield shall be equal to or greater than the Release Debt Yield; (m) In the event that (i) the Release Parcel encompasses more than fifteen percent (15%) of the hotel rooms in the Property or (ii) the Parcel Release Price with respect to such Release Parcel equals or exceeds the product of (A) fifteen percent (15%) and (B) the original principal balance of the Loan, such release shall only be permitted if, following a Securitization, the applicable Approved Rating Agencies have provided a Rating Agency Confirmation with respect to such release of such Release Parcel; (n) Subsequent to such release, Borrower and Operating Lessee shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 and Section 5.1.28 hereof; and (eo) Payment If the Release Parcel will be transferred to Lender an Affiliate of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20Borrower or Operating Lessee, Borrower shall deliver an Additional Insolvency Opinion. In connection with (or in anticipation of) Borrower effectuating the release of a Release Parcel, Lender agrees to reasonably cooperate with Borrower (at Borrower’s sole cost and expense) in filing necessary applications for condominium declarations, re-subdivision or other land use changes; provided, that such declarations, subdivisions or land use changes do not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from have a particular Subdivision until all work is completed to finish the LotMaterial Adverse Effect.

Partial Releases. Borrower The Lender from time to time shall have the right to obtain partial releases release portions of the Property Collateral from the liens and security interests granted under this Agreement and the other Loan Instruments qualifying for release under (and subject to the following terms and conditions: conditions of) subsection [(a) There or (b)] of this Section, shall not execute and deliver the documentation reasonably required to effect each such release (in such form and substance as may be a acceptable to the Lender), all upon the terms and provisions and subject to the conditions of the subsections of this Section, in each case subject to receipt of evidence and documentation in such form and substance as may be acceptable to the Lender that those terms and conditions have been satisfied; provided that no Default or Event of Default hereunder then exists or could result therefrom (whether through any Pro Forma Effect or otherwise), unless, after giving effect to the consummation of the transaction for which the release was requested and the application of the net cash proceeds thereof, if any, toward the prepayment of the Obligations, the default or other event shall cease to exist. Any and all actions under this Section shall be without any other recourse to or representation or warranty by the Lender and shall be at the sole cost and expense of the Loan Instruments;Parties. (a) In the event of any sale or other disposition of any Collateral expressly permitted under Section 7.03(a) hereof or any other term or provision of this Agreement or any other Loan Instrument, the Lender will release that item, subject to receipt by the Lender of any payment or prepayment from any Loan Party required by this Agreement or any other Loan Instrument. SPAR ESOP Revolving Credit Agreement (b) Borrower In the event any debtor under any indenture, agreement, note, instrument or account receivable pledged to the Lender pursuant to this Agreement shall submit to Lender a request for partial release of a Property (the “Partial Release”) have paid all amounts due thereunder in form full and substance satisfactory to Lender together shall have complied with a lot all other terms and block description of the Residence to be released. In additionconditions thereof, the Partial Release should be accompanied with information necessary for Lender will release that item and if requested return the applicable instruments and other documents to process the Partial Releaseapplicable Loan Party or its designee, including subject to receipt by the name and address Lender of any payment or prepayment from the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If Loan Parties required by Lender, all accrued and unpaid interest on the principal amount of the this Agreement or any other Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotInstrument.

Partial Releases. Upon either (a) a sale of a Project to an entity which is owned by a third party which is not an Affiliate of Borrower or ARC or ARCSPE, or (b) for Summit or Broadway, a refinancing or recapitalization of Summit or Broadway in connection with the expansion of either such Project, Borrower shall have the right to obtain a partial releases release of such Project from the Property subject to Mortgage and the other Loan Documents on the following terms and conditions: (a) There shall not be a Default or No Event of Default hereunder or under any other of the Loan InstrumentsPotential Default shall have occurred and be continuing hereunder; (b) Borrower shall submit to Lender a request for partial prepared release of a Property instrument (the “Partial Release”"PARTIAL RELEASE") in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In additionLender, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective. Borrower shall also specify the name and address of the prospective purchaser of or lender for the Project being released, and such other documents and information as Lender may reasonably request; (c) If Borrower shall make a payment in reduction of the outstanding principal balance of the Loan in an amount of at least 115% of the Allocated Loan Balance of the Project being released and any additional payment in reduction of the principal balance of the Loan which may be required by Lenderin order that after the Partial Release (1) the Cash on Cash Return will be equal to or greater than the Cash on Cash Return immediately before the Partial Release and equal to or greater than 14.25%, all and (2) the Debt Service Coverage will be equal to or greater than the Debt Service Coverage immediately before the Partial Release and equal to or greater than 1.75:1, and (3) the Loan to Value Ratio will be not more than 80%; (d) All accrued and but unpaid interest on the outstanding principal amount balance of the Loan being prepaid shall be paid at the time such the Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached heretomade; and (e) Payment to Lender of Borrower shall pay all reasonable costs and expenses of Lender arising in connection with any the Partial Release. Notwithstanding any provision herein to , including but not limited to, legal fees of Lender's counsel, all title insurance premiums arising as a result of endorsements required by Lender in connection with the contrary, at such time as Lender provides to Partial Release and all other costs arising in connection with the title company (which is closing execution and delivery of the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotPartial Release.

Partial Releases. The Borrower shall have may obtain the right to obtain partial releases release of any Mortgaged Property (the “Release Tract”) from the liens and security interests of the Property subject to Loan Documents if it satisfies the following terms and conditions: (a) There shall not be a Default or No Event of Default hereunder or under any other is in existence, and the release of the Loan Instruments;Release Tract will not cause there to be a Default. (b) After giving effect to the subject release, the Pool DSCR will not have decreased, provided the Borrower shall submit have the right to Lender a request for partial release of a Property (the “Partial Release”) make an additional principal prepayment in form and substance satisfactory order to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etcsatisfy this requirement.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, The release will be deemed to have been made on for the next following business day;complete Mortgaged Property, and not for just a portion thereof. (d) Payment to Lender of an amount in cash equal No less than fifteen (15) days prior to the Release Price as provided, and as such term is defined in Paragraph 18 date of the Specific Loan Terms attached hereto; andrequested release (“Partial Release Date”), the Lead Borrower shall deliver to the Administrative Agent a written request for such partial release in the form of Exhibit F (the “Release Request”). (e) Payment to Lender of all reasonable costs and expenses arising in connection The Borrower shall provide the Administrative Agent with any Partial Release. Notwithstanding any provision herein an endorsement to the contraryTitle Insurance Policy, at if required with respect to interrelated Title Insurance Policies, and such time other documents as Lender provides may be reasonably required by the Administrative Agent, to confirm that the liens and security interests of the Loan Documents remain valid and prior liens against the Mortgaged Properties (the “Remaining Projects”). (f) Simultaneous with such Release, the Borrower shall pay to the title company Administrative Agent, the applicable Release Price for application to the outstanding Obligations. (which is closing g) Upon such Release, the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan Available Holdback Amount with respect to such PropertyMortgaged Property shall no longer be available to be advanced and shall be deemed terminated, and the remaining unfunded Commitments of the Lenders shall be reduced on a pro rata basis. (h) The Borrower shall pay all costs and expenses incurred by the Administrative Agent in connection with such Partial Release, including, without limitation, reasonable attorneys’ fees, recording fees and any title policy endorsement fees. Notwithstanding any provision herein Subject to the contrarysatisfaction of the provisions of this Section, Lots Being Actively Developed cannot any Borrower owning the Release Tract which has no other ownership interest in any of the Remaining Projects, will be released from a particular Subdivision until all work is completed to finish further payment and performance of the LotLoans on the Partial Release Date, other than obligations under the Environmental Indemnity.

Partial Releases. Borrower shall have At Borrower's cost and expense, Lender agrees to cause the right trustee under the Deed of Trust to obtain partial releases execute, acknowledge and deliver from time to time, a release from the lien of the Property subject Deed of Trust encumbering the Property, in form and substance acceptable to Lender and the following terms and conditionsTitle Company in their reasonable discretion, of Intervals in connection with the sale of such Intervals as permitted hereunder, upon the written request of Borrower provided that: (a) There shall not be a Default or No Event of Default hereunder or under any other of the Loan InstrumentsDefault shall exist; (b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description The remaining unreleased portion of the Residence to be released. In addition, Property complies with all representations and warranties of Borrower contained in the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiveLoan Documents; (c) If required by For each Interval to be released, Borrower pays to Lender, all accrued the required Release Payment which amount shall be applied to reduce the outstanding principal balance of the Mortgage Loan and unpaid interest on the Release Fee which amount shall be a fee to Lender and not applied in reduction of the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business dayMortgage Loan; (d) Payment to Lender of an amount in cash equal Borrower shall have paid all fees required under this Agreement then due; (e) All costs incident to the Release Price as provided, preparation and as such term is defined in Paragraph 18 recording of the Specific Loan Terms attached heretorelease documents shall be paid by Borrower; (f) Borrower shall execute such documents as Lender reasonably requests to evidence satisfaction of all conditions of the release set forth herein and shall provide Lender with copies of all documents and information reasonably requested by Lender regarding the sale of each Interval; and (eg) Payment to Borrower's escrow agent and Lender shall have agreed upon mutually acceptable escrow instructions setting forth the logistical arrangements for the release of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, each Interval at such time as Lender provides to the title company (which is closing settlement of the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotthereof.

Partial Releases. In addition to the provisions already set forth in Paragraph 6, the Borrower shall have the right be entitled to obtain partial releases release portions of the Property subject encumbered by the Mortgage upon payment to Lender of a partial release price equal to the following terms greater of: (i) the “Minimum Amount” (as hereinafter defined); or (ii) sixty-five percent (65%) of the sales price paid for such portion of the Property (if applicable) without regard to whether or not the Property being released or remaining to be released has been legally subdivided; provided that the Property remaining to be released after the release of any Property from the lien of the Mortgage shall be a commercially developable parcel having access for ingress, egress and conditions: utilities over dedicated roads and/or perpetual easements. The “Minimum Amount” shall mean an amount reasonably agreed to by Borrower and Lender, which amount is one hundred twenty percent (120%) of the product of (a) There shall not be a Default or Event of Default hereunder or under any other the “Collateral Reduction Percentage,” multiplied by (b) the then outstanding principal balance of the Loan Instruments; (excluding the Working Capital Line portion of the Note). As used herein, the term “Collateral Reduction Percentage” shall mean the percentage equal to (a) the appraised value of the Released Property, divided by (b) Borrower shall submit the appraised value of all of the Property then encumbered by the Mortgage, each as determined by a current Appraisal. The parties agree to act reasonably to compute the Minimum Amount. It is the intent of the parties that the Lender will not be funding any Units other than up to fourteen (14) models as contemplated by the Budget. The Lender acknowledges that a request for partial plat in the form of Exhibit J has been recorded. The Lender consents to Mortgagor exchanging deeds in the form of deeds attached as Exhibit J and will release the portion of a the Property being conveyed to Core Communities of South Carolina, LLC (the “Partial ReleaseCore”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, Exhibit J at such time as Lender provides Core conveys to the Mortgagee the property as provided on Exhibit J (“Extra Land”) free of mortgages subject to exceptions to title company (which similar to the balance of the Property and the Extra Land is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under spread and encumbered by the Loan with respect to such PropertyDocuments including the Mortgage and Assignment of Rents and Leases. Notwithstanding any provision herein The exchange contemplated in this section is subject to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish Lender’s reasonable approval of the Lotlands being exchanged.

Partial Releases. Notwithstanding the provisions of Section 1.11 of the Mortgage or otherwise, beginning on the Closing Date, but not during the last six (6) months of the Loan term, Xxxxxx agrees to release (each a "Release") the Office Parcel and/or the Retail Parcel (hereinafter each referred to as "Release Parcel") from the lien of the Loan Instruments upon the satisfaction of all of the conditions listed below. (a) No Event of Default has occurred under any of the Loan Instruments, other than an Event of Default as to which Lender, in its sole discretion, has accepted a cure (or otherwise waived in Lender's sole discretion) and no event has occurred and is continuing which, with the giving of notice or lapse of time, or both, would constitute an Event of Default under any Loan Instrument; (b) Borrower has given at least sixty (60) days prior written notice to Lender of its desire to have the Release Parcel released; (c) Borrower shall remit to Lender, together with the written notice required by the previous clause (b), (i) a non-refundable administrative fee, for Xxxxxx's efforts in reviewing the documentation for the Release in the amount of $50,000, (ii) Borrower's authorization to Lender (on a Lender provided form) to obtain with respect to the Remaining Parcel, a current appraisal from a M.A.I. appraiser selected by Xxxxxx and (iii) $15,000 as payment on account of the estimated cost of such appraisal, provided, however, that if this estimated payment is insufficient to the cost of the appraisal, then, at Xxxxxx's request, Borrower will promptly deposit the balance with Lender; (d) At the time of the Release, Borrower shall pay Lender, as a prepayment of the outstanding principal balance of the Loan, an amount equal to one hundred and seven percent (107%) of the Allocated Loan Amount associated with the Release Parcel plus the applicable Make-Whole Amount; (e) The Release Parcel and the Remaining Parcel are both legally subdivided and separate from each other, in accordance with all applicable subdivision, zoning, building and other laws and ordinances and all appeal periods applicable thereto shall have expired without the filing of an appeal; (f) The Release Parcel shall be a separate lot for real estate tax assessment purposes and shall not be so assessed together with the Remaining Parcel, which Remaining Parcel shall consist of one or more separate lots for real estate tax assessment purposes; (g) Following the release of the Release Parcel, the Remaining Parcel (i) shall comply with all applicable subdivision, zoning, land use control and other laws and ordinances, and all restrictions, covenants, easements and documents of record, and (ii) shall not violate or cause a breach of any lease, agreement, easement, covenant, restriction, setback line or any other document of record relating to the Secured Property or by which Borrower is bound; (h) All consents and approvals necessary for the Release (if any), including without limitation any necessary government permits and any necessary approvals of tenants of the Secured Property, shall have been obtained in form and substance reasonably satisfactory to Lender; (i) Borrower shall have provided Lender with evidence, reasonably acceptable to Lender, that the Release will not trigger a termination right or cause a default under any lease covering the Secured Property or any part thereof, including, without limitation, a default with respect to parking requirements, and that the Release shall not impair the right of any tenant of the Secured Property or cause any tenant to have any right to modify or terminate its lease or to have any rights against its landlord arising from, or connected to, the Release; (j) The Remaining Parcel shall be self sufficient in all respects, including, without limitation, with respect to utility services, and shall not depend in any manner on the Release Parcel, other than as provided in reciprocal easement agreements reasonably approved by Lender; (k) all construction, operating, reciprocal easement agreements and similar agreements with the transferee of the Release Parcel, and other agreements relating to the Release Parcel and any construction and operations thereon shall be reasonably acceptable to Lender in form and content; (l) After the Release and the required principal prepayment in connection with the Release, the Loan to value ratio of the Remaining Property (as determined by an M.A.I. appraisal acceptable to Lender) shall be equal to or less than the lower of (i) the Loan to value ratio at the time of Release (assuming the Release has not occurred) or (ii) 52% (Borrower shall have the right to obtain partial releases of partially prepay the Property subject Loan (together with any applicable Make Whole Amount) to the following terms and conditions: meet this test (a) There but shall not be a Default or Event of Default hereunder or under have the right to prepay any other of more than the Loan Instrumentsamount necessary to meet this test)); (bm) After the Release and the required principal prepayment in connection with the Release, the Project DY for the Remaining Property (as reasonably determined by Lender) shall be equal to or greater than the higher of (i) the Projected DY at the time of Release (assuming the Release has not occurred) or (ii) 10.1% (Borrower shall have the right to partially prepay the Loan (together with any applicable Make Whole Amount) to meet this test (but shall not have the right to prepay any more than the amount necessary to meet this test)); (n) Borrower shall submit have provided to Lender a request for partial release of a Property (the “Partial Release”) Lender, in form and substance reasonably satisfactory to Lender together with a lot (a) an endorsement to Lender's title insurance policy dating down the coverage and block description all of the Residence endorsements to be released. In additionthe date of the Release and reflecting no additional exception (other than any exceptions approved by Lender, in writing, or which have otherwise been approved in accordance with the Partial Release should be accompanied with information necessary for Lender to process Loan Instruments) and no impairments of coverage and insuring that the Partial lien, and the priority of the lien, of the Mortgage has not been affected by the Release, including other than the name and address exclusion of the title insurance company, if any, Release Parcel from the Secured Property; (b) an opinion of Xxxxxxxx's counsel to whose attention the Partial Release should be directed, numbers effect that reference the Partial Release Mortgage remains enforceable following the Release; (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.c) an as-built survey of the Remaining Parcel; and the date when the Partial Release is to become effective(d) such other documentation as Lender may reasonably request; (co) If required by Lender, all accrued Borrower shall provide written confirmation from each Guarantor that the Release does not release such guarantor from its obligations and unpaid interest on liabilities as guarantor under the principal amount of Non-Recourse Guaranty and from its obligations under the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business dayEnvironmental Indemnity; (dp) Payment Pursuant to Lender Section 5.1 of that certain One Paseo Declaration of Restrictions (CC&Rs) recorded on February 5, 2019 with the San Diego County Recorder as Document No. 2019-0041167 (the "One Paseo REA"), Borrower shall have caused the One Paseo Owners Association to (i) be incorporated as a nonprofit mutual benefit corporation under the laws of the State of California and (ii) commence operations and performance of the obligations under the One Paseo REA; (q) That certain Parking Services Agreement dated as of February 22, 2021 between Borrower and Ace Parking III, LLC shall be amended as necessary in connection with such Release; (r) With respect to a release of the Retail Parcel, Borrower shall (i) cause to be recorded an amount amendment to (or an amendment and restatement of) that certain Shared Parking Agreement dated July 24, 2017 and recorded on August 23, 2017 with the San Diego County Recorder as Document No. 2017-0383723 (the "Shared Parking Agreement") that updates all legal description references in cash equal the Shared Parking Agreement to refer to the current parcel map (provided that the Shared Parking Agreement may be updated by another method as provided by the City of San Diego and reasonably approved by Xxxxxx) and (ii) cause to be issued an endorsement to Xxxxxx's title insurance policy adding the Shared Parking Agreement as an appurtenant easement in the legal description; (s) The documentation relating to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached heretoshall be reasonably satisfactory to Lender; and (et) Payment In addition to Lender of the non-refundable administrative fee specified above, Borrower shall pay all reasonable costs out-of-pocket fees and expenses arising actually incurred by Lender in connection with any Partial Release. Notwithstanding any provision herein the Release and the foregoing conditions precedent, including without limitation, survey costs, title insurance premiums and other charges, and Xxxxxx's legal fees, and all other actual, out-of-pocket expenses relating to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotRelease.

Partial Releases. Borrower shall have At the right to obtain partial releases request of a Borrower, the Central Servicer may release a portion of any Mortgaged Property from the lien of the Property subject to related Mortgage provided that: (i) the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other remaining portion of the Loan Instruments; Mortgaged Property is reappraised by an appraiser in accordance with the Appraisal Standards, (bii) the Borrower shall submit to Lender makes a request for partial release of a Property prepayment in part (and pays any applicable Yield Maintenance Amount), if necessary, such that the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description loan-to-value ratio of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the remaining principal amount of the related Qualified Loan being prepaid outstanding after such partial prepayment to the reappraised value of the remaining portion of the Mortgaged Property is no greater than the maximum loan-to-value ratio provided for similar loans in the Securities Guide, (iii) the cash flow from the remaining portion of the Mortgaged Property is sufficient to service the remaining indebtedness under the related Mortgage Note, and (iv) the Central Servicer delivers to Xxxxxx Mac prior to any such partial release a Servicing Officer's certificate certifying that such partial release meets the foregoing conditions of this Section 3.14 and, subsequent to such partial release, a copy of the executed partial release with appropriate recording information noted thereon. At the Borrower's request, the Central Servicer will reschedule the repayment of the remaining payments on the Qualified Loan to provide for the amortization of the remaining principal balance of the Qualified Loan, after taking into account the prepayment related to the partial release, over the remaining term of the Qualified Loan. Any prepayments (and any applicable Yield Maintenance Amounts) received by the Central Servicer pursuant to a partial release shall be paid at deposited in the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will Collection Account and the prepayments shall be deemed to have been made treated for all purposes of this Agreement as partial prepayments on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotQualified Loans.

Partial Releases. Borrower shall have the right to obtain partial releases Any portion of the Property subject shall be released from the Timber Rights upon the earliest to occur of the following terms events with respect to such portion of the Property (each such portion being “Released Property”), and conditions: the Timber Rights shall expire with respect to such Released Property: (a) There shall not be a Default or Event of Default hereunder or under any other such portion of the Loan Instruments; Property contains a Timber Stand that has reached thirty-six (36) years of age, which age is determined by (i) the ages of each Timber Stand as of the Effective Date, as set forth on Exhibit C attached hereto and made a part hereof, and (ii) increasing such ages by one (1) year on each January 1 following the Effective Date; (b) Borrower thirty (30) months following the delivery by Grantee to Grantor of a notice of commencement of final harvest operations on such portion of the Property pursuant to Section 8; and (c) the completion of harvesting of Timber from such portion of the Property, such that immediately after such harvest operation the average residual basal area of standing trees six inches (6”) diameter at breast height (“dbh”) and greater is less than forty (40) square feet per acre for said harvested portion of the Property, provided that Grantee shall submit have up to Lender sixty (60) days following the completion of such harvesting to remove its equipment from the harvested Timber Stands, even if such sixty (60) day period extends beyond the Termination Date, but provided further that in no case shall the presence of Grantee’s equipment and removal of same unreasonably interfere with Grantor’s activities on the Released Property, including site preparation and replanting. Not later than sixty (60) days following the date upon which such portion of the Property becomes Released Property pursuant to this Section 3, Grantee shall execute and deliver to Grantor a request for partial release of such Released Property in the form of Exhibit D attached hereto and made a part hereof (and such other instruments as may be reasonably requested by Grantor to evidence such release), such release reserving, however, access over existing roads located on such Released Property that are reasonably necessary to access and harvest the remaining Timber, all in accordance with the terms and conditions of this Timber Deed (provided that the “Partial Release”) in provisions of such form and substance satisfactory to Lender together with a lot and block description of the Residence to release reserving access shall be releaseddeleted where not applicable). In addition, upon the Partial Release should reasonable request of Grantor, subject to the consent of Grantee, not to be accompanied with information necessary for Lender unreasonably withheld, conditioned or delayed, Grantee agrees to process execute and deliver to Grantor a release in the Partial Release, including form of Exhibit D (provided that the name and address provisions of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, such form of release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid reserving access shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.deleted), Dallasand such other instruments as may be reasonably requested by Grantor to evidence such release, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to portions of the Property that do not contain Timber and that are no longer reasonably necessary to access or harvest the remaining Timber, which portions of the Property shall become Released Property upon delivery of such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotrelease.

Partial Releases. Borrower shall have may obtain a partial release of any Pad Site from the right to obtain partial releases lien and security interest created by the Deed of the Property subject to Trust upon satisfaction of the following terms and conditions: (a) There At least seven (7) days prior to the date of any such release, Borrower shall not be deliver to Administrative Agent a Default or Event of Default hereunder or under any other written request for such release, which request shall include a copy of the Loan Instruments;contract of sale for such Pad Site. (b) Borrower At the time of any such release, there shall submit to Lender a request for partial release exist no Event of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etcDefault or Potential Default.) and the date when the Partial Release is to become effective; (c) If required At the time of any such release, Borrower shall pay all costs and expenses incurred by LenderAdministrative Agent in connection therewith and Borrower shall, all accrued at its sole cost and unpaid interest on expense, obtain and deliver to Administrative Agent an endorsement to the principal amount Title Policy in form and content acceptable to Administrative Agent stating that the Title Insurer issuing the Title Policy will not claim that policy coverage is terminated or that policy coverage has been reduced, solely by reason of the Loan being prepaid shall be paid at execution of the time such Partial Release is requested; provided that partial release and insuring any payment easements benefitting the remaining portions of the Land created by any easement documents executed in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on connection with the next following business day;sale. (d) Payment Administrative Agent shall have received evidence satisfactory to Lender of an amount in cash equal to Administrative Agent that the Release Price as provided, and as such term is defined in Paragraph 18 release of the Specific Loan Terms attached hereto; andPad Site will not deprive the Project of adequate access to public roadways or streets or any utilities or any parking necessary for the Project. (e) Payment to Lender Simultaneously with the closing of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20such Pad Site, Borrower shall not pay or cause to be entitled paid to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein Administrative Agent, for application to the contraryObligations in such order as Administrative Agent may determine in its sole discretion, Lots Being Actively Developed canan amount equal to ninety‑five percent (95%) of the net sales proceeds but not less than the amounts set forth on Schedule 5.8 for each such Pad Site. Upon satisfaction of the above terms and conditions (other than delivery of the endorsement to the Title Policy, which shall be released from delivered promptly after recording of the partial release), Administrative Agent shall execute and deliver to the Title Insurer for recording a particular Subdivision until all work is completed to finish Partial Release of Lien for the Lot.subject Pad Site in the form of Exhibit J.

Partial Releases. Provided there exists no Default, Administrative Agent shall release the liens of the Mortgages on the Properties identified on SCHEDULE A as Four Westlake and Avallon Phase II (each, a "Release Parcel"), in connection with the development by Borrower on each such Release Parcel of office or other facilities, all reasonably approved by Administrative Agent, that are compatible with the Improvements on the balance of the applicable Property and of a first class quality and character consistent with said Improvements. The Release Parcel, in the case of Four Westlake, shall be an approximately 3.1759 acre parcel identified as the "Development Parcel" on the survey by Dannxxxxxx Xxxineering Corporation, dated May 11, 1998, and, in the case of Avallon Phase II, shall be of a size, and have a location and configuration, reasonably acceptable to Administrative Agent. Such releases shall be subject to Administrative Agent's receipt, in each case, of: (i) evidence that the right to obtain partial releases balance of the Property constitutes a separate tax lot and endorsements to the title insurance policy for the Mortgage of the Property to such effect and further insuring that the lien of such Mortgage will not be impaired by virtue of the release of the Release Parcel, (ii) an opinion of Borrower's counsel (or other evidence) that the portion of the Property remaining subject to the following terms and conditions: Mortgage complies with all applicable requirements of Governmental Authorities (aincluding zoning), (iii) There shall not be a Default or Event of Default hereunder or under any other current survey of the Loan Instruments; Premises, specifically delineating the Release Parcel, certified to Administrative Agent and the Title Insurer, (biv) Borrower shall submit evidence that the portion of the Property remaining subject to Lender a the Mortgage has adequate pedestrian and vehicular access for the contemplated uses thereof to publicly dedicated roads, (v) such other documents, opinions and assurances as Administrative Agent may reasonably request for partial release (all of a Property the foregoing items (the “Partial Release”i) through (v) to be in form and substance reasonably satisfactory to Lender together with a lot Administrative Agent), and block description (vi) payment of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial ReleaseAdministrative Agent's reasonable out-of-pocket expenses, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs fees and expenses arising of its counsel, in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotforegoing transactions.

Partial Releases. Borrower shall have 18.1 Upon the right applicable Borrower's written request given at least thirty (30) days prior to obtain partial releases the proposed transaction, and provided that, at the time of such request, there is then no Event of Default under any of the Property Loan Documents (other than a default that will be cured by virtue of the proposed Release) Lender agrees that up to three (3) Projects (a "Released Project") may be released (the "Release") from the lien of the applicable Lien Instrument and all other security interests held by Lender, subject to satisfaction of the following terms and conditions: (a1) There Payment to Lender of a $35,000.00 service fee for each respective partial release of which (i) $15,000.00 shall be non-refundable and submitted with the initial written request, and (ii) $20,000.00 shall be paid to Lender at closing of such release; (2) The release shall consist of not less than an entire Project (no partial Project releases), not more than one (1) Project may be a Default or Event of Default hereunder or under any other released per calendar year; (3) Payment to Lender toward the unpaid principal balance of the Loan Instrumentsin an amount equal to 110% of the Allocated Loan Amount for the Released Project (100% if after such Release, the loan-to-value ratio of the remaining Property is 60% or less, as reasonably determined by Lender in accordance with its then current underwriting standards for the Released Project) plus a prepayment fee on such principal prepaid calculated in the manner set forth in the Note; (b4) The applicable Individual Borrower shall submit pay any and all third party expenses associated with the Release, including, but not limited to, title insurance costs, escrow costs, recordation costs and fees and any tax required to Lender a request for partial release of a Property (be paid at the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description time of the Residence to be released. In additionrelease, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiveas applicable; (c5) The amount of principal loan balance paid down which is above the then respective allocated principal loan balance of the Project released shall be applied to pay-down the remaining allocated loan amounts on a pro-rata basis based on the then principal loan balances at the time of such partial release; (6) If required by Lender, all accrued and unpaid interest the Individual Borrower which owns the applicable Property shall furnish Lender, at such Individual Borrower's sole cost, a satisfactory endorsement to the applicable title policy(ies) evidencing a continued satisfactory first lien on the principal amount remaining portion of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business dayProperty; (d7) Payment After such partial release, the loan to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 value ratio of the Specific Loan Terms attached heretoremaining Property shall not be higher than the lesser of (i) the loan to value ratio before such release, or (ii) 65%, as reasonably determined by Lender in accordance with its then current underwriting standards; (8) All related documentation shall be reasonably satisfactory to Lender; and (e9) Payment Following the Release of the Released Project the remaining Property shall have achieved Debt Service Coverage for the most recent fiscal period equal to Lender or greater than that of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect prior to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work release (but in no event less than 1.25x) and is completed to finish the Lotsustainable as reasonably determined by Lender.

Partial Releases. Commencing on October 1, 2016, and on any Business Day thereafter through the Maturity Date, Borrower shall have may obtain the right to obtain partial releases release of any Possible Release Property from the lien of the applicable Security Instrument (and related Loan Documents) and the release of the related Individual Borrower’s obligations under the Loan Documents with respect to such Possible Release Property subject (other than those expressly stated to survive), upon the satisfaction of each of the following terms and conditions: (a) There Borrower shall not pay Lender 110% of the Allocated Loan Amount (as such amount may be a reduced pursuant to Sections 6.8(h), 6.8(i), 7.4(c) or 7.4(d) hereof) for such Possible Release Property (the “Release Price”) together with the applicable Prepayment Consideration calculated based on the Release Price; (b) No Default or Event of Default hereunder or under any other of the Loan Instrumentsshall have occurred and be continuing; (bc) Subsequent to such release, each remaining Individual Borrower shall continue to be a single purpose entity pursuant to, and in accordance with, the requirements of Article VIII of this Agreement; (d) if the Loan or any interest therein is included in a Securitization, Borrower shall deliver a REMIC Opinion; (e) Borrower shall submit to Lender Lender, not less than ten (10) days prior to the date of prepayment, a request for partial release of Lien (and related Loan Documents) for such Possible Release Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which the Possible Release Property (the “Partial Release”) in form is located and substance that would be satisfactory to Lender together with a lot prudent lender and block description contains standard provisions, if any, protecting the rights of the Residence to be releasedreleasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release; (f) After giving effect to the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address release of the title insurance companyapplicable Individual Borrower and Possible Release Property, the Debt Service Coverage Ratio for the Individual Properties then remaining subject to the Liens of the Security Instruments based on the trailing twelve (12) month period immediately preceding the release of the applicable Possible Release Property shall be equal to or greater than 1.40 to 1.00; (g) Borrower shall reimburse Lender and Servicer for any reasonable costs and expenses Lender and Servicer incur arising from such release (including reasonable attorneys’ fees and expenses) and Borrower shall have paid, in connection with such release, (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, (ii) all costs and expenses, if any, of the Rating Agencies incurred with respect to whose attention such release, and (iii) to any Servicer, the Partial Release should be directedthen current fee being assessed by such Servicer to effect such release; provide, numbers that reference the Partial Release (i.e.however, order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectivesuch fee shall not exceed $5,000.00; (ch) If required by LenderNotwithstanding the foregoing provisions, all accrued if the Loan or any interest therein is included in a REMIC Trust and unpaid interest on the Real Property to Loan Value Ratio is less than 80% immediately after the release of the applicable Possible Release Property, no release will be permitted unless the principal amount balance of the Loan being prepaid shall be is paid down by the greater of (i) the Release Price or (ii) the least of one of the following amounts: (A) only if the released Possible Release Property is sold, the net proceeds of an arm’s length sale of the released Possible Release Property to an unrelated Person, (B) the fair market value of the released Possible Release Property at the time such Partial Release is requested; provided that any payment in immediately available fundsof the release, received by Lender after one-thirty o’clock, p.m. or (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (dC) Payment to Lender of an amount in cash equal such that the Real Property to Loan Value Ratio (as so determined by Lender) after the Release Price as provided, and as such term is defined in Paragraph 18 release of the Specific applicable Possible Release Property is not less than the Real Property to Loan Terms attached heretoValue Ratio of the Property immediately prior to such release, unless the Lender receives an opinion of counsel that, if (ii) is not followed, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the applicable Possible Release Property; and (ei) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein the Release Amount shall be applied to the contrary, at such time as Lender provides to outstanding principal balance of the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotNote.

Partial Releases. Borrower shall have At any time prior to the right to obtain Maturity Date of the Loan, Administrative Agent shall, at Borrower’s request, issue partial releases of the Security Instrument (“Partial Releases”) covering those portions of the Property subject identified on the Site Plan as (x) a “Future Development Parcel”, and consisting of eight (8) different lots described on Exhibit A-1 attached hereto and made a part hereof for all purposes and/or (y) the Future Anchor Parcel (each, a “Release Parcel”); provided, however, that prior to or simultaneously with each such Partial Release of a Release Parcel, each and every one of the following terms and conditionsconditions shall be satisfied: (a) There No Default shall not be a Default or Event of Default hereunder or exist under any other of the Loan InstrumentsDocuments, or would exist with notice or passage of time, or both; (b) Borrower Final Completion of all Improvements shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectivehave occurred; (c) If required by LenderThe Property and Improvements shall have achieved a Debt Service Coverage Ratio of not less than 1.15:1.0, all accrued and unpaid interest using a Determination Date ending on the principal amount of calendar quarter immediately preceding the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment partial release in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business dayquestion; (d) Payment to Lender of an amount in cash equal to the Release Price as providedIf requested by Administrative Agent, and as such term is defined in Paragraph 18 Administrative Agent shall have received a current Appraisal of the Specific Loan Terms attached hereto; andProperty and Improvements (i.e., dated within 90 days of the partial release in question), prepared at Borrower’s sole cost and expense, showing a Loan-to-Value Ratio of no more than sixty-five percent (65%), based on the “as-is” value of the Property and Improvements; (e) Payment Borrower shall pay all escrow, closing and recording costs, the costs of preparing and delivering such partial release, and the cost of any title insurance endorsements to Lender the Title Policy required by Administrative Agent, including, without limitation, a partial release endorsement. (f) Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that: (i) the portion of the Property to be released and the portion of the Property which shall remain encumbered by the Security Instrument (the “Remaining Property”) are each legal parcels lawfully created in compliance with all applicable Requirements of Law and ordinances pertaining to subdivisions, parcel maps, condominiums or other land divisions and, at Borrower’s sole cost, Administrative Agent shall have received any title insurance endorsements to that effect requested by Administrative Agent and available in Nevada; and (ii) that the Remaining Property (which shall remain encumbered by the Security Instrument) has the benefit of all utilities, easements, public and/or private streets, covenants, conditions and restrictions as may be reasonably necessary, in Administrative Agent’s opinion, for the anticipated development and improvement thereof. Without limiting the foregoing, Administrative Agent shall have received evidence satisfactory to Administrative Agent in its reasonable costs discretion that the Remaining Property and expenses arising all Improvements thereon continue to be in compliance with the XXXXX and all other restrictive covenants and encumbrances on the Remaining Property, and all applicable Requirements of Law, including without limitation, confirmation that the Remaining Property will continue to have sufficient parking, after giving effect to such partial release, such that the Remaining Property will continue to be in compliance with all applicable Requirements of Law, the XXXXX and all other restrictive covenants and encumbrances on the Remaining Property; (g) Administrative Agent shall have received a written release satisfactory to Administrative Agent of any set aside letter, letter of credit or other form of undertaking which Administrative Agent has issued to any surety, governmental agency or any other party in connection with the Release Parcel, if any. (h) Administrative Agent shall have received evidence satisfactory to Administrative Agent that any tax, bond or assessment which constitutes a lien against the Property and Improvements has been properly allocated between the Release Parcel which is the subject of the Partial Release. Release and the Remaining Property. (i) Notwithstanding any provision herein the foregoing or anything to the contrarycontrary contained in this Agreement, at such time as Lender provides the partial release of the Future Anchor Parcel is further subject to the title company (which condition that, if the Future Anchor Parcel is closing the sale of to be developed as a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20department store, Borrower shall obtain agreements acceptable to Administrative Agent from a department store of a quality substantially similar to Macy’s and Dillard’s (a “Future Anchor Store”) to open and operate a store on the Future Anchor Parcel, including without limitation, an operating covenant to operate a department store on the Future Anchor Parcel that expires no sooner than the later of the expiration of the operating covenant of Macy’s or the expiration of the operating covenant of Dillard’s, and otherwise is reasonably acceptable to Administrative Agent. In the alternative to obtaining a partial release of the Future Anchor Parcel, Borrower may ground lease the Future Anchor Parcel to a Future Anchor Store or other ground lease, subject to Administrative Agent’s review and approval of such ground lease, such approval not to be entitled unreasonably withheld, and which ground lease shall be subject to the assignment of leases and rents contained in the Security Instrument and Administrative Agent shall, upon request of Borrower, sign a Subordination, Nondisturbance and Attornment Agreement in form and substance acceptable to Administrative Agent in favor of the tenant under such ground lease. (j) The issuance of any further Disbursements Partial Release by Administrative Agent shall not affect Borrower’s obligation to repay all amounts owing under the Loan with respect to such Documents or under the lien of the Security Instrument on the Remaining Property. Notwithstanding any provision herein Upon the consummation of a partial release of a Release Parcel, as evidenced by the recordation of a partial release executed by Administrative Agent covering such Release Parcel, the Release Parcel in question shall cease to be included in the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish definition of “Property” for the Lotpurposes of this Agreement and the other Loan Documents.

Partial Releases. Borrower shall have the right to obtain partial releases of the Property subject to the following terms and conditions: (a) There shall not be a Provided there exists no Default or Event of Default hereunder or under any other Default, Administrative Agent shall release the liens of the Loan Instruments; Mortgages on the Properties identified on SCHEDULE A as Four Westlake and Avallon Phase II from portions of such Properties (each such portion, a "Release Parcel"), in connection with the development by an Affiliate of Borrower on each such Release Parcel of office or other facilities, all reasonably approved by Administrative Agent, that are compatible with the Improvements on the balance of the applicable Property and of a first class quality and character consistent with said Improvements. The Release Parcel, in the case of Four Westlake, shall be an approximately 3.1759 acre parcel identified as the "Development Parcel" on the survey by Dannxxxxxx Xxxineering Corporation, dated May 11, 1998, and, in the case of Avallon Phase II, shall be of a size, and have a location and configuration, reasonably acceptable to Administrative Agent. Such releases shall be subject to (a) in the case of the Release Parcel in respect of Avallon Phase II, Administrative Agent's reasonable determination that such Release Parcel did not contribute to the value determined by the appraisal of Avallon Phase II required by paragraph (8) of Section 4.01 and (b) Borrower shall submit Administrative Agent's receipt, in each case, of: (i) evidence that the balance of the Property constitutes a separate tax lot and endorsements to Lender a request the title insurance policy for partial the Mortgage of the Property to such effect and further insuring that the lien of such Mortgage will not be impaired by virtue of the release of the Release Parcel, (ii) an opinion of Borrower's counsel (or other evidence) that the portion of the Property remaining subject to the Mortgage complies with all applicable requirements of Governmental Authorities (including zoning), (iii) a current survey of the Premises, specifically delineating the Release Parcel, certified to Administrative Agent and the Title Insurer, (iv) evidence that the portion of the Property remaining subject to the Mortgage has adequate pedestrian and vehicular access for the contemplated uses thereof to publicly dedicated roads, (v) such other documents, opinions and assurances as Administrative Agent may reasonably request (all of the “Partial Release”foregoing items (i) through (v) to be in form and substance reasonably satisfactory to Lender together with a lot Administrative Agent), and block description (vi) payment of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial ReleaseAdministrative Agent's reasonable out-of-pocket expenses, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs fees and expenses arising of its counsel, in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotforegoing transactions.

Partial Releases. Notwithstanding the foregoing, at any time prior to the Maturity Date of the Loan, Lender shall, at Borrower’s request, issue partial reconveyances from the lien of the Deed of Trust of individual Units in order to permit the sale thereof to a Qualified Unit Buyer; provided, however, that prior to or simultaneously with each such partial reconveyance all of the following conditions shall be satisfied: (i) No Event of Default shall exist under the Loan Documents, or would exist with notice or passage of time, or both. (ii) Lender shall have received any and all sums then due and owing under the Loan Documents together with all escrow, closing and recording costs, the costs of preparing and delivering such partial reconveyance and the cost of any title insurance endorsements required by Lender. (iii) Lender shall have received evidence satisfactory to Lender that: (a) the portion of the Project and Improvements to be reconveyed and the portion of the Project and Improvements which shall remain encumbered by the Deed of Trust are each legal parcels lawfully created in compliance with all subdivision laws and ordinances and, at Borrower’s sole cost, Lender shall have received any title insurance endorsements to that effect requested by Lender; and (b) that the portion of the Project and Improvements which shall remain encumbered by the Deed of Trust have the benefit of all utilities, easements, public and/or private streets, covenants, conditions and restrictions as may be necessary, in Lender’s sole opinion, for the anticipated development and improvement thereof; (iv) The Improvements shall have been completed in substantial accordance with the Plans and Specifications, the Condominium Documents and this Agreement and a Certificate of Unit Occupancy for the Unit to be sold and released shall have been issued. In addition, Borrower shall have obtained any required approval by the right fire marshal or its equivalent having jurisdiction over the Project and Improvements and any other approval required by any Governmental Authority, to obtain the extent that any such approval is a condition to the lawful use and occupancy of the Units and the opening of same to the public. (v) Requests for partial releases must be in writing and must be accompanied by all data reasonably necessary to support Borrower being entitled to the partial release, including, without limitation, a legal description for each Unit to be released, a partial release document prepared by Borrower at Borrower’s expense in form and content satisfactory to Lender and a schedule containing a list of those Units previously released by Lender and those Units remaining to be released. (vi) For each Unit to be reconveyed, Lender shall have received the applicable Unit Release Price, which shall be applied to reduce the outstanding principal balance of the Property subject Loan. (vii) Releases of Units shall not affect or impair the lien of the Deed of Trust and Lender’s lien and security interests created by the other Loan Documents as to Units and other property encumbered by the Deed of Trust and the other Loan Documents not theretofore released, and said liens and security interests shall continue in full force and effect as to the following terms unreleased Units and conditions: (a) There shall not be a Default or Event of Default hereunder or under any such other of the Loan Instrumentsproperty; (bviii) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description copy of the Residence final signed closing statement with respect to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process sale of each Unit within the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiveImprovements; (cix) If required by Borrower shall pay all out-of-pocket costs and expenses of Lender, all accrued including, without limitation, fees and unpaid interest on the principal amount expenses of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment Lender’s counsel in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business dayconnection with a partial release; (dx) Payment to Lender of an amount in cash equal Borrower shall request each partial release not less than fifteen (15) days prior to the Release Price as provided, and as such term date the partial release is defined in Paragraph 18 of the Specific Loan Terms attached heretoneeded; and (exi) Payment Neither the acceptance of any payment nor the issuance of any partial reconveyance by Lender shall affect Borrower’s obligation to Lender of repay all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements amounts owing under the Loan with respect to such Property. Notwithstanding any provision herein to Documents or under the contrary, Lots Being Actively Developed canlien of the Deed of Trust on the remainder of the Property and Improvements which is not be released from a particular Subdivision until all work is completed to finish the Lotreconveyed.

Partial Releases. (a) At any time prior to the Maturity Date, Administrative Agent shall, at Borrower's request, issue partial releases from the Lien of a Mortgage and other Security Documents of Land Held for Development, Lots Under Development, one or more Housing Units, one or more Finished Lots or other Collateral; provided, however, that prior to or simultaneously with each such partial release all of the following conditions shall be satisfied: (xxi) The sales price for any sale, transfer or conveyance must be at the Fair Market Value for such Collateral; (xxii) The sales price for all Collateral sold during any calendar month must be not less than the contribution to the Borrowing Base as calculated in the most recently delivered Borrowing Base Certificate for such Collateral sold; (xxiii) If Collateral constituting more than 10% of the Borrowing Base in the Borrowing Base Certificate most recently delivered is to be released from the Mortgages in any month, Borrower shall have delivered to Administrative Agent a Borrowing Base Certificate demonstrating on a pro forma basis, and Administrative Agent shall have determined to its reasonable satisfaction, that the right to obtain partial releases outstanding principal balance of the Loans together with the aggregate amount of all Letter of Credit Liabilities will not exceed the Maximum Loan Availability after giving effect to such request and any Release Consideration to be paid and/or the acceptance of any Property subject as an additional or replacement Borrowing Base Property to the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other of the Loan Instrumentsgiven concurrently with such request; (bxxiv) Borrower requests in writing to Administrative Agent a payoff letter for the Collateral it seeks to such release from the Mortgage not less than ten (10) Business Days prior to the date such payoff is needed, together with all data reasonably necessary to support Borrower’s being entitled to the partial release, including, without limitation, a legal description for the Collateral to be released and a partial release document prepared by Borrower, all at Borrower’s expense and all in form and content satisfactory to Administrative Agent; (xxv) Borrower shall submit to Lender Administrative Agent within two (2) Business Days after the closing of the sale, a request for photocopy of the final signed closing statement with respect to the sale of such Collateral; (xxvi) Borrower shall pay all costs and expenses of Administrative Agent, including, without limitation, reasonable legal fees and expenses incurred by Administrative Agent in connection with any partial release of the Mortgage; (xxvii) Borrower pays, or causes to be paid, to Administrative Agent the Release Consideration for any Collateral to be released from the Mortgages under this Section 4.5(a), which Release Consideration shall be applied to payment of any outstanding Revolving Loans hereunder, and to the extent no Revolving Loans are outstanding or if following payment of outstanding Revolving Loans additional funds remain, such Release Consideration shall be returned to the Borrower within one (1) Business Day of receipt of such proceeds by Administrative Agent; and (xxviii) No Event of Default exists. Notwithstanding the provisions of Section 4.5(a)(viii), during the existence of an Event of Default, provided that (i) the conditions set forth in Sections 4.5(a)(i) through (a)(vi) are satisfied, and (ii) Borrower pays, or causes to be paid, to Administrative Agent the Release Consideration required to be paid under the definition thereof (which the parties agree shall be applied in accordance with Section 11.5), then Administrative Agent shall issue partial releases from the Lien of a Property Mortgage and other Security Documents for (y) the “Partial Release”sale, transfer or conveyance by the Borrower or a Subsidiary of any Presold Housing Unit, Lots Under Development, Finished Lots or Land Held for Development pursuant to a valid, bona-fide agreement between the Borrower or a Subsidiary and a third party entered into prior to the occurrence of the applicable Event of Default, or (z) the sale, transfer or conveyance by the Borrower or a Subsidiary of any other Housing Unit, Lots Under Development, Finished Lots or Land Held for Development with the prior written consent of Administrative Agent in its sole discretion. (i) With respect to any Collateral other than Housing Units, upon ten (10) Business Days prior written request by the Borrower, the Administrative Agent will execute all partial release documents for such Collateral other than Housing Units released from Mortgages, and (ii) with respect to any Housing Units, once per month, the Administrative Agent will execute all partial release documents for such Housing Units released from Mortgages during the preceding month, which partial release documents will be executed on the forms of release previously prepared and forwarded by Borrower as set forth above or on such other release documentation in form and substance satisfactory reasonably acceptable to Lender together with a lot Administrative Agent and block description of customarily used in the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etcapplicable jurisdiction.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lot.

Partial Releases. If Borrower has elected to prepay the Loan in part and the requirements of Section 2.4 and this Section 2.5, as applicable, have been satisfied, Lender agrees to release from the Lien of the applicable Mortgages and the other Loan Documents certain parcels of real property which do not materially and adversely affect the ongoing operations of the remaining property other than the lost income associated with the parcel being released (each a “Release Parcel” and, collectively, the “Release Parcels”) upon satisfaction of the following conditions by Borrower: (a) Not more than ninety (90) calendar days and not less than thirty (30) calendar days prior to the date of the release, Borrower delivers a notice (which Borrower shall have the right to obtain partial releases revoke, modify or extend from time to time) to Lender setting forth (i) the date of the Property subject to the following terms and conditions: proposed release, (aii) There shall not be a Default or Event of Default hereunder or under any other survey of the Release Parcel in scope and substance that would be satisfactory to a prudent lender acting reasonably, and (iii) an appraisal indicating the value of the related Individual Property (both inclusive and exclusive of the Release Parcel) that (A) is executed and delivered to Lender by a qualified MAI appraiser having no direct or indirect interest in such Release Parcel or any loan secured in whole or in part thereby and whose compensation is not affected by the approval or disapproval of such appraisal by Lender, (B) is addressed to Lender and its successors and assigns; and (C) satisfies the requirements of the Federal National Mortgage Association or the Federal Home Loan InstrumentsMortgage Corporation and Title XI of the Federal Institutions Reform, Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date of such calculation, with respect to such appraisal and the appraiser making such appraisal; (b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiveIntentionally omitted; (c) If required by Lender, all accrued and unpaid interest on the principal amount As of the Loan being prepaid shall be paid at date of the time such Partial Release release, no Event of Default is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business daycontinuing; (d) Payment Borrower delivers to Lender (i) evidence which would be satisfactory to a prudent lender acting reasonably that (A) the Release Parcel has been or concurrently with the release will be legally subdivided from the remainder of the related Individual Property (or an amount application therefor shall have been filed and the applicable Individual Borrower and transferee have entered into a property tax allocation agreement with the same economic effect of a tax lot subdivision), and (B) the Release Parcel (together with any appurtenant easements or other rights with respect to adjacent property) is not necessary for the related Individual Property to comply with any zoning, building, land use or parking or other similar Legal Requirements with respect to the related Individual Property or for the then current use of the related Individual Property, including without limitation for access, driveways, parking, utilities or drainage or, to the extent that the Release Parcel is necessary for any such purpose, a reciprocal easement agreement, joint development agreement or other agreement has been executed and recorded that would allow the owner of the related Individual Property to continue to use the Release Parcel to the extent necessary for such purpose, which joint development agreement or reciprocal easement agreement shall be superior to the applicable Mortgage and (ii) a certificate executed by an officer of the applicable Individual Borrower stating that after giving effect to such transfer, each of the Release Parcel and the balance of the related Individual Property (together with any appurtenant easements or other rights with respect to adjacent property) conforms to and is in cash equal compliance in all material respects with Legal Requirements and constitutes or will constitute a separate tax lot (and Lender agrees to execute and deliver an instrument in form and substance reasonably acceptable to Lender, at Borrower’s sole cost and expense, confirming the subordination of the applicable Mortgage to a joint development agreement, reciprocal easement agreement or other agreement referred to in clause (i)(B) above); (e) Borrower shall deliver to Lender an endorsement to the Title Insurance Policy (to the extent reasonably available in the applicable State) insuring the applicable Mortgage, which endorsement (i) extends the effective date of such Title Insurance Policy to the effective date of the release, (ii) confirms no change in the priority of the Mortgage on the balance of the related Individual Property (exclusive of the Release Parcel and except as expressly provided in Section 2.5.6(d)(B)(i) above); (iii) insures the rights and benefits under any new or amended reciprocal easement agreement or such other agreement required pursuant to Section 2.5.6(d)(i) above that has been executed and recorded, if any; and (iv) subject to the last paragraph of this Section 2.5.6, lists as Permitted Exceptions, and insures the rights and benefits under, any condominium or similar documents recorded in order to effect the creation of the Release Parcel, the terms of which shall have been approved by Lender (and Lender shall agree to subordinate the lien of the Mortgage to any such approved documents); (f) The applicable Individual Borrower delivers evidence in the form of a certificate executed by such Individual Borrower that such Individual Borrower has complied with any requirements applicable to the release in the Leases, reciprocal easement agreements, operating agreements, parking agreements or other similar agreements affecting the related Individual Property and that the release does not violate any of the provisions of such documents in any material respect and that any such release of a Release Parcel shall not result in any right in favor of a third party of offset, abatement or reduction of rent payable to such Individual Borrower or any right in favor of a third party of termination, cancellation or surrender under any Leases, reciprocal easement agreements or other material agreement by which such Individual Borrower or the related Individual Property is bound or encumbered and the termination, cancellation or surrender of which would have an Individual Material Adverse Effect on such Individual Property or on the applicable Individual Borrower; (g) Borrower pays all of Lender’s reasonable out-of-pocket expenses relating to the release of the Release Parcel; (h) The applicable Individual Borrower shall, simultaneously with the release of the Release Parcel, transfer title to the Release Price Parcel to a Person(s) other than any Individual Borrower or any Individual Operating Lessee; (i) If the release of the Release Parcel occurs after a Securitization and the Loan is included in a Grantor Trust, Borrower shall deliver an opinion of counsel that would be acceptable to a prudent lender acting reasonably, prepared and delivered at Borrower’s reasonable expense, stating that any Grantor Trust that has acquired the Loan will not fail to maintain its status as provideda Grantor Trust solely as a result of such release; (j) Borrower pays to Lender the product of (i) one hundred and ten percent (110%) and (ii) the product of (A) one hundred percent (100%) of the difference in the value of the related Individual Property including the Release Parcel, and excluding the Release Parcel, as set forth in the appraisal obtained pursuant to Section 2.5.6(a)(iii) and (B) forty-six and four-tenths percent (46.4%) (the “Parcel Release Price”) and such prepayment shall be deemed a voluntary prepayment for all purposes hereunder and the requirements of Section 2.4 hereof shall be satisfied, including, without limitation the Yield Maintenance Premium if such prepayment is made prior to the Yield Maintenance End Date; (k) Notwithstanding anything to the contrary contained herein, or in any other Loan Document, if the Loan is included in a REMIC Trust and the Loan to Value Ratio (as determined by Lender in its reasonable discretion using any commercially reasonable method permitted to a REMIC Trust in accordance with Section 1.860G-2(b)(7) of the Treasury Regulations) exceeds 125% immediately after the release of the applicable Release Parcel, no release will be permitted unless the principal balance of the Loan is paid down by a “qualified amount” as that term is defined in Paragraph 18 the IRS Revenue Procedure 2010-30, as the same may be amended, supplemented or modified from time to time, unless the Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the Specific Loan Terms attached heretorelated release of the applicable Release Parcel; (l) After giving effect to such release, the Debt Yield for the Properties then remaining subject to the Lien of the Mortgages (including the Individual Property affected by such release, after taking into account the release of the Release Parcel) shall be equal to or greater than the Release Debt Yield; (m) In the event that the Release Parcel encompasses more than fifteen percent (15%) of the hotel rooms in the applicable Individual Property or the Parcel Release Price with respect to such Release Parcel equals or exceeds the product of (i) fifteen percent (15%) and (ii) the original principal balance of the Loan, such release shall only be permitted if, following a Securitization, the applicable Approved Rating Agencies have provided a Rating Agency Confirmation with respect to such release of such Release Parcel; (n) Subsequent to such release, each Individual Borrower and each Individual Operating Lessee shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 and Section 5.1.28 hereof; and (eo) Payment If, the Release Parcel will be transferred to Lender an Affiliate of all reasonable costs and expenses arising in connection with any Partial ReleaseIndividual Borrower or any Individual Operating Lessee, Borrower shall deliver an Additional Insolvency Opinion. Notwithstanding Upon the release of any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, Release Parcel in accordance with this Paragraph 20Section 2.5.6, the Release Amount of the related Individual Property shall be reduced by the component of the Parcel Release Price set forth in clause (ii) in the definition thereof. In connection with (or in anticipation of) Borrower shall effectuating the release of a Release Parcel, Lender agrees to reasonably cooperate with the applicable Individual Borrower (at Borrower’s sole cost and expense) in filing necessary applications for condominium declarations, re-subdivision or other land use changes; provided, that such declarations, subdivisions or land use changes do not be entitled to any further Disbursements under have an Individual Material Adverse Effect on the Loan with respect to such Property. Notwithstanding any provision herein to applicable Individual Property or the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotIndividual Borrower.

Partial Releases. Borrower shall have the right to obtain At Borrower’s request, partial releases of the Property from the Mortgage from time to time during the term of the Loans, determined in Lender’s reasonable judgment to be customary, arms-length transactions in the ordinary course of business shall be permitted, subject to the following terms and conditions: (a) There shall not be a Default or No Event of Default hereunder or under any other of the Loan Instrumentsshall have occurred and be continuing; (b) Borrower shall submit pay to Lender a request for partial release of a Property an amount determined by Lender, to be applied to the Notes (the “Partial ReleaseRelease Price”) in form and substance satisfactory ), which Release Price shall be subject to Lender together with a lot and block description payment of the Residence to be released. In additionPrepayment Price, the Partial calculated as though such Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectivePrice were an optional principal prepayment under Section 6.3; (c) If required The loan-to-value ratio of all of the Loans immediately following the requested partial release (based upon the most recent appraisal accepted by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall ) must be paid at the time such Partial Release is requested; provided that any payment satisfactory to Lender in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business dayits sole discretion; (d) Payment The requested partial release shall have no material adverse effect on the access, operations or income-producing ability of the remaining Security, which facts shall be certified to Lender of by Borrower. Lender shall be entitled to require Borrower to provide an amount additional appraisal in cash equal to connection with the Release Price as providedrequested partial release, and the determination of whether a material adverse effect will result shall be in the sole discretion of Lender: (e) Borrower shall provide to Lender any additional documents and satisfy any further requirements as such term is defined in Paragraph 18 of the Specific Loan Terms attached heretomay be reasonably required by Lender; and (ef) Payment A service charge of $1,000 will be payable to Lender of for each Partial Release. The service charge payable to Lender for any transaction contemplated in Section 2.1 above shall not exceed $1,000 in the aggregate. Borrower shall also pay all reasonable costs expenses, including third-party legal fees, and expenses arising fees, taxes and other charges incurred by Lender in connection with the performance of this Section 2.1. (g) At Lender’s request in connection with any Partial Release. Notwithstanding one partial release, or any provision herein to series of related partial releases, which is, or are, of more than 500 acres in the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20aggregate, Borrower shall not cause the title insurance company which issued Lender’s title insurance policy in connection with the Mortgage (the “Title Policy”) to issue an endorsement to the Title Policy (but only to the extent that the same can be entitled legally issued) which is reasonably satisfactory to any further Disbursements under the Loan Lender with respect to any partial release. Borrower shall represent and warrant to Lender that there are no junior liens which have not been approved by Lender in writing affecting any of the Security which is not being released by Lender. In any such Property. Notwithstanding any provision herein to the contrarypartial release of 500 acres or less, Lots Being Actively Developed cannot be released Borrower shall provide evidence that no such junior liens exist, which may consist of an affidavit of Borrower or an ownership and encumbrance report from a particular Subdivision until all work is completed title company, as determined by Lender and in each case reasonably acceptable to finish the LotLender.

Partial Releases. Notwithstanding anything to the contrary set forth in this Agreement and the other Loan Documents, in connection with the sale of one or more of the Properties (each such sale, a “Property Sale”) to a bona fide third party purchaser who is not a Restricted Party or an Affiliate of a Restricted Party (other than a Property Release undertaken to cure an Event of Default identified in Section 10.1(a)(xix), as permitted therein), Borrower shall have the right right, subject to Section 2.6 hereof, pursuant to the provisions of this Section 2.5, at any time on or after the Prepayment Lockout Expiration Date, to sell a Property or Properties and obtain partial releases a release of such Property or Properties from the Lien of the applicable Security Instrument and the other Loan Documents (each such release, a “Property subject to Release”) upon satisfaction of the following terms and conditionsconditions precedent: (a) There shall not be a Default or No Event of Default hereunder shall have occurred and then be continuing or under any other shall occur solely as a result of the Loan Instrumentssuch Property Release; (b) Borrower Borrowers shall submit have submitted to Lender a written request for partial such Property Release at least thirty (30) days prior to the proposed Property Release, which request (i) shall specify the Property or Properties that such Borrowers intend to release and state the anticipated closing date of a such Property Sale (the “Partial ReleaseProperty Release Date”) in form and substance satisfactory to Lender together with a lot and block description (ii) shall include an Officer’s Certificate certifying that (A) as of the Residence to date of such request, no Event of Default shall have occurred and be released. In addition, the Partial continuing or shall occur solely as a result of such Property Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address (B) all of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiverequirements set forth in this Section 2.5 have been satisfied; (c) If required by Borrowers shall have paid, or shall have arranged to be paid contemporaneously with the Property Release, to Lender, all accrued and unpaid interest Lender shall have received by wire transfer of immediately available federal funds, an amount equal to the sum of (i) the Property Release Price for the Property or Properties to be released, which shall be applied by Lender as a prepayment of the Outstanding Principal Balance, plus (ii) the DSCR/LTV Remedial Payment Amount, if any, plus, without duplication, (iii) the Yield Maintenance Premium on the principal amount portion of the Loan Outstanding Principal Balance being prepaid, plus, without duplication, (iv) all interest which would have accrued on the portion of the Outstanding Principal Balance being prepaid shall be paid at through, but not including, the time next occurring Monthly Payment Date (or, if such Partial Release is requested; provided that any payment in immediately available fundsprepayment occurs on a Monthly Payment Date, received by Lender after one-thirty o’clockthrough, p.m. (1:30 p.m.but not including, such Monthly Payment Date), Dallasplus, Texas timewithout duplication, will be deemed to have been made on (v) all other sums then due and payable under the next following business dayLoan Documents; (d) Payment Borrowers shall have submitted to Lender, not less than five (5) Business Days prior to the date of such release, such releases, satisfactions, discharges and/or assignments for the Property or Properties to be released for execution by Lender, which shall be in form and substance reasonably satisfactory to Lender and appropriate in the jurisdiction in which the applicable Property is located; (e) If any portion of the Loan shall then be held by a REMIC Trust fund pursuant to a Securitization, and requested by Lender, Borrowers shall have delivered an amount opinion from counsel, and in cash equal form and substance, in each case reasonably acceptable to Lender and acceptable to the Rating Agencies in their sole discretion stating, among other things, that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code or be subject to tax as a result of such Property Release; (f) Borrowers and each SPC Party shall continue to be in compliance with each representation, warranty and covenant set forth in Sections 3.1.24 or 4.1.15 and Schedule III following such Property Release; (g) after giving effect to the Property Release Price and the receipt and application of any DSCR/LTV Remedial Payment Amount, the Debt Service Coverage Ratio for the remaining Properties shall not be less than the applicable DSCR Threshold; (h) after giving effect to the Property Release and the receipt and application of any DSCR/LTV Remedial Payment Amount, the Loan to Value Ratio for the remaining Properties shall not be greater than the lesser of (i) sixty-four and four tenths percent 64.4 % and (ii) the Loan to Value Ratio in effect immediately prior to the Property Release; (i) Intermediate Manager and/or Property Manager and other parties to the applicable Intermediate Management Agreement and/or Property Management Agreement shall provide Lender with evidence reasonably satisfactory to Lender that the Property or Properties that are the subject of such Property Release will no longer be subject to any Intermediate Management Agreement or Property Management Agreement once such Property Release has been completed and that no Intermediate Manager or Property Manager will earn fees under any Intermediate Management Agreement or Property Management Agreement with respect to such Property or Properties that are the subject of such Property Release with respect to any period of time from and after the date of such Property Release; (j) Borrowers shall have executed and delivered to Lender such other certificates, documents or instruments as providedLender may reasonably require in connection with the Property Release; (k) Borrowers shall have paid all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the Property Release and the review and approval of the documents and information required to be delivered in connection therewith. In addition, Borrowers shall have paid reasonable out-of-pocket costs and expenses of third parties relating to the release (including, without limitation, the cost of title and recording costs and the out-of-pocket costs and expenses incurred by, and as such term is defined all fees and charges of, the Rating Agencies) incurred in Paragraph 18 connection with the release of the Specific Loan Terms attached heretoProperty or Properties; and (el) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein Property Release undertaken to cure an Event of Default identified in Section 10.1(a)(xix), as permitted therein, Borrowers shall have delivered an Officer’s Certificate to Lender providing a certification that as of the contrarydate of such request, Borrowers shall have made a good faith determination that continued operation of a hotel at such time as Lender provides to the title company (Property which is closing the sale subject of a Property) a “payoff” quote for a such proposed Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotRelease was no longer commercially viable.

Partial Releases. Borrower shall have Lender hereby agrees to release from the right to obtain partial releases Lien of the Property subject to Mortgage and the other Loan Documents one or more of the Penthouse Units and the Development Parcels (each, a “Release Parcel”) in connection with the sale or conveyance of the Release Parcel upon satisfaction of the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other less than 30 days prior to the date of the Loan Instrumentsrelease, the Borrower shall have delivered to Lender a notice setting forth (i) the date of the proposed release, (ii) the name of the proposed transferee, (iii) a metes and bounds or other legal description of the Release Parcel, (iv) a metes and bounds or other legal description of the remaining Property, if the Release Parcel is one of the Development Parcels (iv) a survey of the Release Parcel, if the Release Parcel is one of the Development Parcels and (vi) a survey of the remaining Property, if the Release Parcel is one of the Development Parcels; (b) on the date the Borrower shall submit delivers to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description notice of the Residence to be released. In addition, proposed release and on the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address date of the title insurance companyrelease, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release no Event of Default is to become effectivecontinuing; (c) If required by Lenderthe Borrower shall have delivered to Lender evidence which would be satisfactory to a prudent lender acting reasonably that (i) after giving effect to the Transfer, all accrued and unpaid interest on the principal amount Release Parcel shall be legally separated from the remainder of the Loan being prepaid shall be paid at Property (including, without limitation, with respect to the time such Partial Release is requested; provided Penthouse Units, that any payment in immediately available funds, received the Condominium Documents approved by Lender have been effective and have been accepted on a final basis by all required governmental agencies); (ii) after one-thirty o’clockgiving effect to such Transfer, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed each of the Release Parcel and the balance of the Property conforms to and is in compliance in all material respects with applicable Legal Requirements and constitutes a separate tax lot or all necessary filings have been made on in order to obtain as a matter of right a separate tax xxxx for the next following business dayRelease Parcel; and (iii) the Release Parcel is not necessary for the remaining Property to comply with any zoning, building, land use or parking or other Legal Requirements applicable to the remaining Property (including any parking requirements under the REAs) or for the then current use of the remaining Property, including without limitation for access, driveways, parking, utilities or drainage or, to the extent that the Release Parcel is necessary for any such purpose, a reciprocal easement agreement or other agreement has been executed and recorded (or will be executed and recorded concurrently with the related Transfer of the Release Parcel) that would allow the owner of the remaining Property to continue to use or benefit from the Release Parcel to the extent necessary for such purpose; (d) Payment the Borrower shall have delivered to Lender of an amount in cash equal endorsement (or other coverage acceptable to Lender) to the Release Price as provided, and as such term is defined Qualified Title Insurance Policy insuring the Mortgage (i) confirming no change in Paragraph 18 the priority of the Specific Loan Terms attached heretoMortgage on the balance of the Property (exclusive of the Release Parcel) or in the amount of the insurance or the coverage of the remaining Property (exclusive of the Release Parcel) under the policy; andand (ii) insuring the rights and benefits under any new or amended reciprocal easement agreement or such other agreement required pursuant to this Section 2.5.3 that has been executed and recorded, if any; (e) Payment not less than five Business Days prior to the date of the release, the Borrower shall have delivered to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein approvals to the contraryrelease executed by any Person other than Lender holding Liens encumbering the remaining Property or holding any other interest in the remaining Property that would be affected by the release, at such time as Lender provides if and to the title company extent such approval is required pursuant to the terms of any loan agreement, deed of trust or other documents evidencing or securing such Lien or other interest including parties to the REAs, any Leases, easement agreements, parking agreements or other similar Material Agreements (which is closing or, alternatively, shall deliver an Officer’s Certificate confirming that no such approvals are required); (f) not less than five Business Days prior to the sale date of the Transfer and release, the Borrower shall have delivered to Lender approvals to the Transfer and release executed by the parties to the REAs and other Material Agreements, in each case to the extent required thereunder; (g) the Borrower shall have delivered to Lender any other information, approvals, opinions and documents reasonably requested by Lender relating to the Transfer and release, including, concurrently with the release to be delivered by Lender, copies of the executed documents evidencing the transfer of the Release Parcel; (h) all of Lender’s reasonable out-of-pocket expenses relating to the Transfer and release shall have been paid in full; (i) the Borrower shall have delivered evidence in the form of an Officer’s Certificate by such Borrower that any such Transfer and release of a Release Parcel shall, to such Borrower’s knowledge, not result in an event of default or breach by such Borrower, any right in favor of a third party of offset, abatement or reduction of rent payable to such Borrower, or any right in favor of a third party of termination, cancellation or surrender, under any Material Agreements by which such Borrower or the remaining Property is bound or encumbered; (j) Borrower shall prepay the Loan in an amount equal to the applicable Release Price (such prepayment to be applied to the Loan in the manner set forth in Section 2.3.6); (k) the Borrower shall represent and warrant to Lender in writing that such Transfer and release of a Release Parcel shall not have a material adverse effect on the use or operation of the remaining Property or material adverse effect on the value of the remaining Property (other than the fact that the value of the remaining Property will be reduced by the value of the applicable Release Parcel); (l) following a Securitization of the Loan delivery of a REMIC opinion satisfactory to Lender; (m) if such Transfer involves one of the Development Parcels, there shall have been recorded against such Development Parcel an agreement (running to the benefit of the owner of the remaining portions of the Property) restricting the uses of such Development Parcel to a “payoff” quote residential condominium complex of a size and quality consistent with the Property and otherwise acceptable to Lender in its reasonable discretion or other uses acceptable to Lender in its reasonable discretion, which agreement will require the consent of the mortgage lender on the remaining portions of the Property for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to the use of such Development Parcel for other than any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotacceptable uses.

Partial Releases. Borrower shall have the right to obtain partial releases a. Upon consummation of the sale of a Mortgaged Property (but not a sale of only a portion of a Mortgaged Property), the Borrower or Additional Borrower which owns the Mortgaged Property (the "Selling Borrower") shall be entitled to a partial release of the Lien of 15 7435458 v3 (78055.00044.000) the Deed of Trust (the "Release DOT") encumbering such Mortgaged Property covered by such sale (a "Release Tract") upon and subject to the following terms and conditions: b. At least thirty (a30) There but not more than ninety (90) days prior to the date of any requested partial release, the Selling Borrower shall not deliver to Lender (i) a written request ("Selling Borrower's Release Request") identifying the Release Tract to be a Default or Event of Default hereunder or under any other sold, the closing date of the Loan Instruments; sale of the Release Tract (bthe "Release Date"), and the Release Price (as hereinafter defined) for the Release Tract to be paid by Selling Borrower to Lender on the Note, (ii) a fully executed copy of the contract of sale covering the Release Tract (the "Sales Contract") and (iii) the remaining Borrowers and Additional Borrowers shall submit deliver to Lender a request for partial written certificate certifying to Lender that the remaining Mortgaged Properties not being released per the Selling Borrowers' Release Request and which are to remain under the Lien of the Deeds of Trust not being released (the "Remaining Tracts") will have, in the aggregate, immediately following the Release Date, an aggregate ICR of 1.50 or greater. c. On the Release Date which Selling Borrower has requested the release of a Property the Release Tract to occur, Selling Borrower shall pay to the Lender in immediately available United States funds by federal funds wire transfer (at the “Partial Release”same wire address Borrowers and Additional Borrowers make payments under the Note or at any other wire address pursuant to written wire instructions provided by Lender): (x) the Lender's Release Costs (as hereinafter defined), plus (y) the Release Price, which amounts in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release clauses (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.x) and (y) above will first be applied against the date when against Lender's Release Cost and then against the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid Note. The "Release Price" for a Release Tract shall be paid at equal as per any given Release Date, the time such Partial greater of (1) the gross sales price for the Release is requested; provided that any payment in immediately available funds, received Tract as shown on the Sales Contract and confirmed by Lender after one-thirty o’clock, p.m. the Closing Statement (1:30 p.m.as defined below), Dallasless customary reasonable closing costs not to exceed eight percent (8%) of the gross sales price for the Release Tract as shown on the Sales Contract and confirmed by the Closing Statement and (2) the following amounts for each Property as follows: Timberway Property 00000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000 $5,800,000 Park Property Tract One and Tract Two must be released together $4,000,000 Village Pointe Property 00000 Xxx Xxxxx Xxxxxx, Hill Country Village, Texas time, $4,125,000 Borrower will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to confirm the Release Price as provided, and as such term is defined in Paragraph 18 by delivering a copy of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is fully executed closing statement for the sale of a Propertysuch Release Tract (the "Closing Statement") a “payoff” quote for a Property being released from a Mortgage, in accordance to Lender simultaneously with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to closing of the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish sale of the LotRelease Tract and the payment of the Release Price.

Partial Releases. Borrower shall have the right to obtain partial releases of the Property subject to the following terms and conditions: (a) There shall not be a Default or Provided that no Event of Default hereunder or under any other has occurred, Borrower may request in writing from time to time that Bonds be released from the Bond Portfolio (each a “Released Bond”). Upon receipt of the Loan Instruments; (b) Borrower shall submit to Lender a Borrower’s request for partial a release of a Property (and prior to the “Partial Release”release being effectuated, Lender will test the Debt Service Coverage Ratio, in accordance with Section 5.18(c) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if anybelow, to whose attention determine whether the Partial Release should be directed, numbers Bond Portfolio (exclusive of any Released Bond that reference is the Partial Release (i.e., order numbers, subject of Borrower’s release numbers, assessor’s parcel numbers, etc.request) and the date when the Partial Release is then satisfies a Debt Service Coverage Ratio of not less than 1.1 to become effective; (c) 1.0. If required by Lender, all accrued and unpaid interest on Borrower shall provide Lender with current financial statements to be used in calculating the principal amount Debt Service Coverage Ratio. If the remaining Bond Portfolio, exclusive of any Released Bond that is the subject of Borrower’s release request, then satisfies the required Debt Service Coverage Ratio, as determined by Lender in its sole discretion, Lender will grant the Borrower’s request for a release subject to Lender’s receipt of the Loan being prepaid shall be paid at Bond Release Price (as hereinafter defined). If the time such Partial Release remaining Bond Portfolio, exclusive of any Released Bond that is requested; provided that any payment in immediately available fundsthe subject of Borrower’s release request, received does not then satisfy the required Debt Service Coverage Ratio, as determined by Lender after one-thirty o’clockin its sole discretion, p.m. Lender shall have no obligation to grant Borrower’s request for a release unless and until Borrower deposits cash collateral with the Lender (1:30 p.m.to be held in the Cash Collateral Account) in an amount sufficient to cause the Bond Portfolio to meet the Debt Service Coverage Ratio, as determined by Lender in its sole discretion. If Borrower deposits cash collateral as required, then Lender will grant the Borrower’s request for a release subject to Lender’s receipt of the Bond Release Price. With respect to Bonds other than those relating to Iona Lakes, Ashley Square and Bent Tree (as further identified on Schedule 2 attached hereto), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lot.

Partial Releases. Borrower shall have From time to time, after the right to obtain partial releases recording of the Property subject Final Plat (defined below) in the real property records of Bernalillo County, New Mexico until the Maturity Date (defined in the Note), Lender shall release one or more Lots (defined below) from the lien of the Mortgage and from the UCC Financing Statement as provided in this Agreement. A request for release (a “Request”) must identify the Lot or Lots to be released and be made to Lender not less than five (5) Business Days prior to the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under requested release date. A “Business Day” is any other of day in which the Loan Instruments; (b) Borrower shall submit to Lender a request is open for partial business. The release of a Property price (the “Partial ReleaseRelease Price”) for each Lot shall be Sixty-Five Thousand Seven Hundred Fifty and No/100 Dollars ($65,750.00). The Release Price must be delivered to the Lender in form and substance satisfactory to Lender together with a lot and block description of immediately available funds no later than 1:00 p.m. New Mexico time on the Residence to be releasedrequested release date. In addition, Borrower has received approval for a preliminary plat for the Partial Release should be accompanied with information necessary for Mortgaged Property from Bernalillo County, New Mexico, which plat the Lender to process has previously reviewed and approved (the Partial Release, including “Lender Approved Preliminary Plat”) and which will become final plat (the name and address “Final Plat”). Borrower will not materially change the Lender Approved Preliminary Plat without the prior written approval of Lender. Upon substantial completion of the title insurance companyLots, if anyBorrower shall record one or more Final Plats for the Mortgaged Property. Each Final Plat may contain land dedicated to Bernalillo County, New Mexico or other governmental entity. To the extent any Final Plat contains land dedicated, granted or conveyed to whose attention a governmental entity, the Partial Release should be directedLender shall execute a partial release with regard to such land without charge. Lender further agrees to execute a partial release without charge with regard to Tract B-1, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) as such is shown and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest described on the principal amount Lender Approved Preliminary Plat. As used in this Agreement, the term “Lot” means a lot shown on the Lender Approved Preliminary Plat. Notwithstanding anything to the contrary contained in this Agreement or in any of the Loan being prepaid Documents, Lender shall not be paid at required or obligated to release any Lot if an Event of Default Exists or would exist but for the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas giving of notice or the lapse of time. Unless an Event of Default exists or would exist but for the giving of notice of the passage of time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 shall be applied to the outstanding principal balance of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotNote.

Partial Releases. In connection with a Defeasance of a portion but ---------------- less than all of the Note, and subject to the terms and conditions set forth herein, Borrower shall have the right right, from time to time, on any Payment Date (as defined in the Note), or on any Business Day (as defined in the Note), to obtain partial releases a release (a "Property Release") of a Property from the lien on the ---------------- related Security Instrument provided that (I) no default under this Agreement, the Note, the Security Instruments or any other Loan Document has occurred and is continuing (except for a default which relates solely and specifically to the Property or Properties proposed to be released, and which release would cure such default in respect of the Loan) and (II) subject to compliance with the provisions set forth below in this Section 4.3, legal, record, economic and beneficial ownership of the Property subject for which a Property Release is being requested (the "Release Premises") is simultaneously with the granting of the ---------------- Property Release transferred (a "Release Premises Transfer") to and shall be ------------------------- owned immediately after such Property Release by a person(s), party(ies) or entity(ies) other than Borrower, or, except as provided below, any Affiliate of Borrower ("Release Premises Transferee"). In the event that the Borrower seeks --------------------------- to release a Property from the lien of the related Security Instrument, Lender shall release such Property from the lien of the related Security Instrument and the Loan Documents, but only compliance with the following terms and conditions: (a) There Borrower shall not be a Default (on or Event of Default hereunder or under any other after the Optional Defeasance Date), defease the portion of the Loan Instruments; Note equal to the Release Amount (bdefined below) Borrower shall submit to Lender a request for partial release of a the Property being released (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount being so defeased), and such defeasance shall be undertaken pursuant to the terms and conditions of Section 3, and all of such terms and conditions shall be satisfied, including, without limitation, Section 3.2(a) (xv) and Section 3.2(c). (b) Borrower shall submit to Lender, not less than twenty (20) days prior to the date of such release, all the Release Instruments together with an Officer's Certificate certifying that such documentation (i) is in compliance with all Legal Requirements and (ii) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released). In the event that an Affiliate of Borrower is to be the Release Premises Transferee, such Officer's Certificate shall also certify that the aggregate Allocated Loan Amounts applicable to the total number of Release Premises which have been transferred to Affiliates of Borrower (including the proposed transfer) shall not exceed 30% of the original principal balance of the Note. (c) With respect to any release of one or more Properties, after giving effect to such release, the Debt Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Security Instruments shall be not less than the greater of (x) the Debt Service Coverage Ratio immediately preceding the proposed release of a Property (for purposes of this calculation, the income derived from the Defeasance Collateral delivered to Lender in connection with a partial Defeasance occurring prior to the partial Defeasance in question shall be included in the numerator of the Debt Service Coverage Ratio to the extent that the amount of the income derived from such Defeasance Collateral exceeds the debt service with respect to the applicable Defeased Note) and (y) the Origination Debt Service Coverage Ratio; provided, however, that in order to meet the test set forth in this clause (c), Borrower shall be permitted to defease that portion of the Loan being prepaid shall be paid at in addition to the time such Partial applicable Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed Amount sufficient to have been made on increase the next following business day;Debt Service Coverage Ratio to the required level. (d) Payment If the Operating Lease (as defined in the Security Instruments) for the Release Premises proposed to be released has been terminated pursuant to Section 36.1 of the Operating Lease, and, after giving effect to such release, the Borrower that owned the Release Premises prior thereto (the "Release ------- Premises Transferor") is the owner of a Property that remains encumbered by the ------------------- lien of the Security Instruments, Borrower shall deliver an estoppel certificate from the Operating Tenant (as defined in the Security Instrument) in form satisfactory to Lender of stating that the Operating Lease has been terminated and that the Operating Tenant has released the Release Premises Transferor from all liability and obligation to the Operating Tenant in connection with the Operating Lease and that the Release Premises Transferor has no further liability or obligation in connection with said Operating Lease or, if the Operating Lease on the Release Premises has not been terminated, Borrower shall deliver an amount estoppel certificate from the Operating Tenant in cash equal form satisfactory to Lender that such Operating Lease, as it relates to the Release Price as providedPremises, is and as such term is defined will remain in Paragraph 18 of full force and effect following the Specific Loan Terms attached hereto; andRelease Premises Transfer and that the Release Premises Transferor has no liability or obligation to the Operating Tenant in connection with the Operating Lease. (e) Payment to Lender of all reasonable costs and expenses arising The Property located in connection with any Partial Release. Notwithstanding any provision herein to Philadelphia, Pennsylvania (the contrary, at such time as Lender provides to "Philadelphia Property") may not be the title company (which is closing the sale subject of a Property Release unless either (i) the Property located in Austin, Texas (the "Austin Property") a “payoff” quote for is released simultaneously pursuant to and in compliance with this Section 4.3, including the requirement to deliver Defeasance Collateral, or (ii) the interest in BA Parkway Associates II. L.P. held by CapStar AP Partners, L.P. is simultaneously transferred to an entity other than one of the Borrowers. The Property located in Madison, Wisconsin (the "Madison Property") may not be the subject of a Property being Release unless either (i) all of the Properties owned by Meristar Secured Holdings LLC are released from a Mortgage, simultaneously pursuant to and in accordance compliance with this Paragraph 20Section 4.3, including the requirement to deliver Defeasance Collateral, or (ii) the interest in the Borrower shall not be entitled which owns the Madison Property held by Meristar Secured Holdings LLC is simultaneously transferred to any further Disbursements under an entity other than one of the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotBorrowers.

Partial Releases. Upon the sale of a Project to a Person that is not an Affiliate of Borrower or any Borrower Party, Borrower shall have the right to obtain a partial releases release of such Project from the Property subject to Mortgage and the other Loan Documents on the following terms and conditions: (a) There shall not be a Default or No Event of Default hereunder or under any other of the Loan InstrumentsPotential Default shall have occurred and be continuing hereunder; (b) Borrower shall submit to Lender a request for partial prepared release of a Property instrument (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In additionLender, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective. Borrower shall also specify the name and address of the prospective purchaser of or lender for the Project being released, and such other documents and information as Lender may reasonably request; (c) If For a Partial Release of any Project (not including the Palisades III Land) in connection with the sale of that Project, subject to the other conditions of this Section 2.4, Borrower shall make a payment to Lender in reduction of the outstanding principal balance of the Loan in the amount of one hundred twenty percent (120%) of the Allocated Loan Balance of the Project being released plus any additional payment in reduction of the principal balance of the Loan which may be required in order that after the Partial Release: (1) the Cash on Cash Return will be equal to or greater than the Cash on Cash Return immediately before the Partial Release and equal to or greater than nine percent (9%), and (2) the Debt Service Coverage will be equal to or greater than the Debt Service Coverage immediately before the Partial Release and equal to or greater than 1.25:1; (d) For a Partial Release of the Palisades III Land in connection with a sale of the Palisades III Land, subject to the other conditions of this Section 2.4, Borrower shall make a payment to Lender in reduction of the outstanding principal balance of the Loan in an amount equal to the Allocated Loan Balance of the Palisades III Land; (e) Borrower shall pay a portion of the Exit Fee equal to one percent (1%) of the amount paid in reduction of the principal balance of the Loan under Section 2.4(c) and any Make Whole Breakage Amount calculated as provided in Schedule 2.3(d); (f) Lender shall have received title insurance endorsements satisfactory to Lender confirming the continued validity and priority of the Mortgage on the remaining Projects; (g) Lender shall have received evidence satisfactory to Lender that the Projects remaining after such Partial Release consist of one or more separate legal lots and otherwise remain in compliance with subdivision, zoning and other applicable legal requirements; (h) Lender shall have received evidence satisfactory to Lender that the Person that is purchasing the Project(s) to be released is not described in Article 9, or engaged in illegal activities, or determined by Lendercompetent authority to be subject to the prohibitions contained in Article 9, all or owned or controlled by any Person on the Lists or engaged in illegal activities or determined by competent authority to be subject to the prohibitions contained in Article 9; (i) All accrued and but unpaid interest on the outstanding principal amount balance of the Loan being prepaid shall be paid at the time such the Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached heretomade; and (ej) Payment to Lender of Borrower shall pay all reasonable costs and expenses of Lender arising in connection with any the Partial Release. Notwithstanding any provision herein to , including but not limited to, legal fees of Lender’s counsel, all title insurance premiums arising as a result of endorsements required by Lender in connection with the contrary, at such time as Lender provides to Partial Release and all other costs arising in connection with the title company (which is closing execution and delivery of the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotPartial Release.

Partial Releases. Lender hereby agrees to release from the Lien of the Mortgage and the other Loan Documents (X) one or more of the Penthouse Units in connection with the sale or conveyance of one or more of the Penthouse Units to an unaffiliated third party and (Y) one or more of the Development Parcels (each Development Parcel and Penthouse Unit, a “Release Parcel”) in connection with the sale or conveyance of one or more of the Development Parcels, in each case upon satisfaction of the following conditions: (a) if the Release Parcel is one or more of the Penthouse Units, Borrower shall have delivered to Lender evidence satisfactory to Lender that such release shall be in connection with a bona fide sale of such Release Parcel to an unaffiliated third party; (b) not less than 30 days prior to the date of the release, the Borrower shall have delivered to Lender a notice setting forth (i) the date of the proposed release, (ii) the name of the proposed transferee, (iii) a metes and bounds or other legal description of the Release Parcel, if the Release Parcel is one of the Development Parcels, (iv) a metes and bounds or other legal description of the remaining Property, if the Release Parcel is one of the Development Parcels, (iv) a survey of the Release Parcel, if the Release Parcel is one of the Development Parcels and (vi) a survey of the remaining Property, if the Release Parcel is one of the Development Parcels; (c) on the date the Borrower delivers to Lender notice of the proposed release and on the date of the release, no Event of Default shall have occurred and be continuing; (d) the Borrower shall have delivered to Lender evidence which would be satisfactory to a prudent lender acting reasonably that (i) after giving effect to the Transfer, the Release Parcel shall be legally separated from the remainder of the Property (including, without limitation, with respect to the Penthouse Units, that the Condominium Documents approved by Lender have been effective and have been accepted on a final basis by all required governmental agencies); (ii) after giving effect to such Transfer, each of the Release Parcel and the balance of the Property conforms to and is in compliance in all material respects with applicable Legal Requirements and constitutes a separate tax lot or all necessary filings have been made in order to obtain as a matter of right a separate tax xxxx for the Release Parcel; and (iii) the Release Parcel is not necessary for the remaining Property to comply with any zoning, building, land use or parking or other Legal Requirements applicable to the remaining Property (including any parking requirements under the REAs) or for the then current use of the remaining Property, including without limitation for access, driveways, parking, utilities or drainage or, to the extent that the Release Parcel is necessary for any such purpose, a reciprocal easement agreement or other agreement acceptable to Lender has been executed and recorded (or will be executed and recorded concurrently with the related Transfer of the Release Parcel) that would allow the owner of the remaining Property to continue to use or benefit from the Release Parcel to the extent necessary for such purpose; it being expressly understood and agreed that the existing driveways and other means of access to and from the Property shall not be altered or otherwise effected after giving effect to such Transfer and that no Release Parcel shall include any of the existing driveways or other means of access to and from the Property unless approved by Lender in its reasonable discretion; (e) the Borrower shall have delivered to Lender an endorsement (or other coverage acceptable to Lender) to the Qualified Title Insurance Policy insuring the Mortgage (i) confirming no change in the priority of the Mortgage on the balance of the Property (exclusive of the Release Parcel) or in the amount of the insurance or the coverage of the remaining Property (exclusive of the Release Parcel) under the policy; and (ii) insuring the rights and benefits under any new or amended reciprocal easement agreement or such other agreement required pursuant to this Section 2.5.3 that has been executed and recorded, if any; (f) not less than five Business Days prior to the date of the release, the Borrower shall have delivered to Lender approvals to the release executed by any Person other than Lender holding Liens encumbering the remaining Property or holding any other interest in the remaining Property that would be affected by the release, if and to the extent such approval is required pursuant to the terms of any loan agreement, deed of trust or other documents evidencing or securing such Lien or other interest including parties to the REAs, any Leases, easement agreements, parking agreements or other similar Material Agreements (or, alternatively, shall deliver an Officer’s Certificate confirming that no such approvals are required); (g) not less than five Business Days prior to the date of the Transfer and release, the Borrower shall have delivered to Lender approvals to the Transfer and release executed by the parties to the REAs and other Material Agreements, in each case to the extent required thereunder; (h) the Borrower shall have delivered to Lender any other information, approvals, opinions and documents reasonably requested by Lender relating to the Transfer and release, including, concurrently with the release to be delivered by Lender, copies of the executed documents evidencing the transfer of the Release Parcel and the closing statement in connection with such Transfer; (i) all of Lender’s reasonable out-of-pocket expenses relating to the Transfer and release shall have been paid in full; (j) the Borrower shall have delivered evidence in the form of an Officer’s Certificate by such Borrower that any such Transfer and release of a Release Parcel shall, to Borrower’s knowledge, not result in an event of default or breach by Borrower, of any right in favor of a third party of offset, abatement or reduction of rent payable to Borrower, or any right in favor of a third party of termination, cancellation or surrender, under any Material Agreements by which such Borrower or the remaining Property is bound or encumbered; (k) Borrower shall prepay the Loan in an amount equal to the applicable Release Price (such prepayment to be applied to the Loan in the manner set forth in Section 2.3.6) and if such release occurs during the Lockout Period, Borrower shall have paid to Lender, a prepayment fee in an amount equal to the product of the Release Price multiplied by the Release Percentage; (l) the Borrower shall represent and warrant to Lender in writing that such Transfer and release of a Release Parcel shall not have a material adverse effect on the use or operation of the remaining Property or material adverse effect on the value of the remaining Property (other than the fact that the value of the remaining Property will be reduced by the value of the applicable Release Parcel); (m) following a Securitization of the Loan, delivery of a REMIC opinion satisfactory to Lender; and (n) if such Transfer involves a Transfer of one or more of the Development Parcels to an affiliate of Borrower, the Borrower shall have caused (i) the transferee and its affiliates to enter into a negative covenant in form and substance reasonably acceptable to Lender pursuant to which the transferee and its affiliates covenant and agree (X) not to incur financing or other indebtedness with respect to such Development Parcels and/or the ownership interests therein on other than market terms or in excess of 80% loan to cost during the term of the Loan, and (Y) that any such financing or other indebtedness shall only be obtained from a third party lender and (ii) the owners of 100% of the equity interests in the transferee to pledge such interests to Lender (which shall include, if the transferee is a partnership, a pledge of 100% of the ownership interests in each general partner) as additional collateral for the Debt pursuant to a pledge agreement which shall be in form and substance reasonably acceptable to Lender and to have taken all actions to perfect Lender’s first priority security interest in such collateral; and (o) if such Transfer involves a Transfer of one or more of the Development Parcels to a third party that is not an affiliate of Borrower, such Transfer shall be pursuant to a bona fide sale and the loan to value ratio (following such release and the application of the Release Price to the Debt) shall not be higher than sixty percent (60%) based on an as-is MAI appraisal of the Property (excluding the proposed Release Parcel(s) but taking into account the proposed use of such Release Parcels as certified to by the proposed transferee) commissioned by Lender, at Borrower’s sole cost and expense. Such appraisal shall be prepared not more than thirty (30) days prior to the proposed release date by a member of the American Institute of Real Estate Appraisers selected by Lender (or, if such appraiser is selected by Borrower, such appraiser shall be acceptable to Lender and shall have at least ten (10) years’ experience in evaluating and appraising properties similar in type and geographic location as the Property) and shall meet the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of FIRREA. If the Release Price is not sufficient to meet the required 60% loan to value ratio in accordance with this clause (o), Borrower shall have the right to obtain partial releases of the Property subject to the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other of prepay the Loan Instruments; (b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal that would be sufficient to the Release Price as provided, and as meet such term loan to value ratio provided such prepayment is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with accompanied by any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotapplicable prepayment fees.

Partial Releases. Borrower In connection with any sale by Borrowers of a Timeshare Interest or Other Real Estate Interest, Bank shall have release such Timeshare Interest or Other Real Estate Interest from the right to obtain partial releases lien of the Property subject to the following terms and conditions: applicable Mortgage provided that (a) There Bank shall have received the applicable Release Payment required under the terms of the Refinancing Note, (b) no Default shall exist at the time of such requested partial release, (c) in the case of sales of Other Real Estate Interests, such sales are made for a sale price reasonably acceptable to Bank, (d) Borrowers shall have delivered a written request for such partial release to Bank which shall specify (i) the specific Timeshare Interest or Other Real Estate Interest to be released, (ii) the person(s) to whom such Timeshare Interest or Other Real Estate Interest are being sold, which person(s) shall not be a Default or Event an Affiliate of Default hereunder or under any other Borrower, and (iii) the amount of the Loan Instruments; proposed Release Payment with respect thereto, and (be) Borrower Bank shall submit to Lender a request for partial release of a Property (the “Partial Release”) have received such instruments, agreements and other documents, in form and substance reasonably satisfactory to Lender together Bank, which Bank determines are necessary or appropriate to evidence and/or effectuate the partial release and to modify the Loan Documents as a result thereof. Subject to the satisfaction of the foregoing conditions with respect to any Timeshare Interest or Other Real Estate Interest, Bank shall execute a partial release of such Timeshare Interest or Other Real Estate Interest from the lien of the applicable Mortgage in a form substantially similar to the form set forth on Exhibit A attached hereto, taking into consideration applicable jurisdictional and real estate related requirements. In addition to the releases provided above, Bank agrees that, without requiring payment of any Release Payments, Bank shall either release from the lien of the applicable Mortgage, or subordinate the lien of the applicable Mortgage (with the decision to either release or subordinate being made by Bank in its sole and reasonable discretion) to, those portions of Other Real Estate necessary for utility easements, dedicated public roads, common elements (including any parts to be transferred to a homeowners’ association or the like), parking lots, green spaces, recreation areas, and similar purposes, provided, that, as conditions precedent to any such release or subordination, (i) Borrowers have complied with the requirements of subclauses (b), (d) and (e) of the preceding paragraph (except that the requirements relating to Release Payments shall not be applicable), (ii) Bank is furnished with a lot survey or other document reasonably satisfactory to Bank depicting and block description of describing the Residence real property to be released. In addition, together with copies of all documents delivered in connection with, or evidencing the Partial Release should be accompanied with information necessary for Lender to process conveyance or dedication of any such interests,, and (iii) such requested release will not adversely effect the Partial Release, including the name and address value of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etcapplicable Other Real Estate.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lot.

Partial Releases. (a) At any time prior to the Maturity Date, Administrative Agent shall, at Borrower's request, issue partial releases from the Lien of a Mortgage and other Security Documents of Land Held for Development, Lots Under Development, one or more Housing Units, one or more Finished Lots or other Collateral; provided, however, that prior to or simultaneously with each such partial release all of the following conditions shall be satisfied: (i) The sales price for any sale, transfer or conveyance must be at the Fair Market Value for such Collateral; (ii) The sales price for all Collateral sold during any calendar month must be not less than the contribution to the Borrowing Base as calculated in the most recently delivered Borrowing Base Certificate for such Collateral sold; (iii) If Collateral constituting more than 10% of the Borrowing Base in the Borrowing Base Certificate most recently delivered is to be released from the Mortgages in any month, Borrower shall have delivered to Administrative Agent a Borrowing Base Certificate demonstrating on a pro forma basis, and Administrative Agent shall have determined to its reasonable satisfaction, that the right to obtain partial releases outstanding principal balance of the Loans together with the aggregate amount of all Letter of Credit Liabilities will not exceed the Maximum Loan Availability after giving effect to such request and any Release Consideration to be paid and/or the acceptance of any Property subject as an additional or replacement Borrowing Base Property to the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other of the Loan Instrumentsgiven concurrently with such request; (biv) Borrower requests in writing to Administrative Agent a payoff letter for the Collateral it seeks to such release from the Mortgage not less than ten (10) Business Days prior to the date such payoff is needed, together with all data reasonably necessary to support Borrower’s being entitled to the partial release, including, without limitation, a legal description for the Collateral NAI-1502661059v7 61 to be released and a partial release document prepared by Borrower, all at Borrower’s expense and all in form and content satisfactory to Administrative Agent; (v) Borrower shall submit to Lender a request for partial release of a Property Administrative Agent within two (2) Business Days after the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description closing of the Residence to be released. In additionsale, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address a photocopy of the title insurance company, if any, final signed closing statement with respect to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectivesale of such Collateral; (cvi) If required by Lender, Borrower shall pay all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising of Administrative Agent, including, without limitation, reasonable legal fees and expenses incurred by Administrative Agent in connection with any Partial Release. Notwithstanding partial release of the Mortgage; (vii) Borrower pays, or causes to be paid, to Administrative Agent the Release Consideration for any provision herein Collateral to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed the Mortgages under this Section 4.5(a), which Release Consideration shall be applied to finish payment of any outstanding Revolving Loans hereunder, and to the Lot.extent no Revolving Loans are outstanding or if following payment of outstanding Revolving Loans additional funds remain, such Release Consideration shall be returned to the Borrower within one (1) Business Day of receipt of such proceeds by Administrative Agent; and

Partial Releases. The Borrower shall have may obtain the right to obtain partial releases release of any Mortgaged Property (the "Release Tract") from the liens and security interests of the Property subject to Loan Documents if it satisfies the following terms and conditions: (a) There shall not be a Default or No Event of Default hereunder or under any other is in existence, and the release of the Loan Instruments;Release Tract will not cause there to be a Default. EDR will deliver to the Administrative Agent a Compliance Certificate with pro forma information without the Release Tract. (b) The release will be for the complete Mortgaged Property constituting a student housing community, and not for just a portion thereof. (c) No less than forty-five (45) days prior to the date of the requested release ("Partial Release Date"), the Borrower shall submit deliver to Lender the Administrative Agent a written request for such partial release of a Property (the “Partial Release”"Release Request"). (d) in form The Borrower shall provide the Administrative Agent with an endorsement to the Title Insurance Policy, if required with respect to interrelated Title Insurance Policies, and substance satisfactory such other documents as may be reasonably required by the Administrative Agent, to Lender together with a lot confirm that the liens and block description security interests of the Residence to be released. In addition, Loan Documents remain valid and prior liens against the Partial Release should be accompanied Mortgaged Properties (the "Remaining Projects"). (e) The Borrower shall pay all costs and expenses incurred by the Administrative Agent in connection with information necessary for Lender to process the such Partial Release, including the name including, without limitation, reasonable attorneys' fees, recording fees and address any title policy endorsement fees. (f) The Administrative Agent shall have received satisfactory evidence that each of the title insurance companyRemaining Projects which is adjoining or which shares access or easements with the Release Tract, if any, has adequate access and joint use easements, that there are no encroachments from or on to whose attention the Release Tract, and that there is no inability to use required facilities or amenities, which evidence may be provided by a Current Survey of the affected Remaining Projects. Subject to the satisfaction of the provisions of this Section, any Borrower other than EDR owning the Release Tract which has no other ownership interest in any of the Remaining Projects, will be released from further payment and performance of the Loans on the Partial Release should be directedDate, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements other than obligations under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotEnvironmental Indemnity.

Partial Releases. Lender agrees to release from the Lien of the applicable Mortgages and the other Loan Documents certain parcels of real property which (as set forth in clause (b) below) do not materially and adversely affect the ongoing operations of the remaining property other than the lost income associated with the parcel being released (each a “Release Parcel” and, collectively, the “Release Parcels”) upon satisfaction of the following conditions by Borrower: (a) Not more than ninety (90) calendar days and not less than thirty (30) calendar days prior to the date of the release, Borrower delivers a notice (which Borrower shall have the right to obtain partial releases revoke, modify or extend from time to time) to Lender setting forth (i) the date of the Property subject to the following terms and conditions: proposed release, (aii) There shall not be a Default or Event of Default hereunder or under any other survey of the Release Parcel in scope and substance that would be satisfactory to a prudent lender acting reasonably, and (iii) an appraisal indicating the value of the Individual Property (both inclusive and exclusive of the Release Parcel) that is (A) executed and delivered to Lender by a qualified MAI appraiser having no direct or indirect interest in such Release Parcel or any loan secured in whole or in part thereby and whose compensation is not affected by the approval or disapproval of such appraisal by Lender, (B) addressed to Lender and its successors and assigns; and (C) satisfies the requirements of the Federal National Mortgage Association or the Federal Home Loan InstrumentsMortgage Corporation and Title XI of the Federal Institutions Reform, Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date of such calculation, with respect to such appraisal and the appraiser making such appraisal; (b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiveIntentionally Omitted; (c) If required by Lender, all accrued and unpaid interest on the principal amount As of the Loan being prepaid shall be paid at date of the time such Partial Release release, no Event of Default is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business daycontinuing; (d) Payment Borrower delivers to Lender (i) evidence which would be satisfactory to a prudent lender acting reasonably that (A) the Release Parcel has been or concurrently with the release will be legally subdivided from the remainder of the related Individual Property (or an amount application therefor shall have been filed and Borrower and transferee have entered into a property tax allocation agreement with the same economic effect of a tax lot subdivision), and (B) the Release Parcel (together with any appurtenant easements or other rights with respect to adjacent property) is not necessary for the related Individual Property to comply with any zoning, building, land use or parking or other similar Legal Requirements with respect to the related Individual Property or for the then current use of the related Individual Property, including without limitation for access, driveways, parking, utilities or drainage or, to the extent that the Release Parcel is necessary for any such purpose, a reciprocal easement agreement, joint development agreement or other agreement has been executed and recorded that would allow the owner of the related Individual Property to continue to use the Release Parcel to the extent necessary for such purpose, which joint development agreement or reciprocal easement agreement shall be superior to the Mortgages and (ii) a certificate executed by an officer of the applicable Individual Borrower stating that after giving effect to such transfer, each of the Release Parcel and the balance of the related Individual Property (together with any appurtenant easements or other rights with respect to adjacent property) conforms to and is in cash equal compliance in all material respects with Legal Requirements and constitutes or will constitute a separate tax lot (and Lender agrees to execute and deliver an instrument in form and substance reasonably acceptable to Lender, at Borrower’s sole cost and expense, confirming the subordination of the Mortgage(s) to a joint development agreement, reciprocal easement agreement or other agreement referred to in clause (i)(B) above); (e) Borrower shall deliver to Lender an endorsement to the Title Insurance Policy (to the extent reasonably available in the applicable State) insuring the applicable Mortgage, which endorsement (i) extends the effective date of such Title Insurance Policy to the effective date of the release, (ii) confirms no change in the priority of the Mortgage on the balance of the related Individual Property (exclusive of the Release Parcel and except as expressly provided in Section 2.5.6(d)(B)(i) above); and (iii) insures the rights and benefits under any new or amended reciprocal easement agreement or such other agreement required pursuant to Section 2.5.6(d)(i) above that has been executed and recorded, if any; (f) The applicable Individual Borrower delivers evidence in the form of a certificate executed by such Individual Borrower that such Individual Borrower has complied with any requirements applicable to the release in the Leases, reciprocal easement agreements, operating agreements, parking agreements or other similar agreements affecting the related Individual Property and that the release does not violate any of the provisions of such documents in any material respect and that any such release of a Release Parcel shall not result in any right in favor of a third party of offset, abatement or reduction of rent payable to such Individual Borrower or any right in favor of a third party of termination, cancellation or surrender under any Leases, reciprocal easement agreements or other material agreement by which such Individual Borrower or the related Individual Property is bound or encumbered and the surrender of which would have a material adverse effect on the Borrower or the related Individual Property; (g) Borrower pays all of Lender’s reasonable out-of-pocket expenses relating to the release of the Release Parcel; (h) Borrower shall simultaneously with the release of the Release Parcel transfer title to the Release Price Parcel to a Person(s) other than Borrower; (i) If the release of the Release Parcel occurs after a Securitization and the Loan is included in a Grantor Trust, Borrower shall deliver an opinion of counsel that would be acceptable to a prudent lender acting reasonably, prepared and delivered at Borrower’s reasonable expense, stating that any Grantor Trust that has acquired the Loan will not fail to maintain its status as provideda Grantor Trust solely as a result of such release; (j) Borrower pays to Lender the product of (i) one hundred and fifteen percent (115%) and (ii) the product of (A) one hundred percent (100%) of the difference in the value of the related Individual Property including the Release Parcel, and excluding the Release Parcel, as set forth in the appraisal obtained pursuant to Section 2.5.6(a)(iii) and (ii) 51.2% (such amount, the “Parcel Release Price”) and such prepayment shall be deemed a voluntary prepayment for all purposes hereunder and the requirements of Section 2.4. hereof shall be satisfied, including, without limitation the applicable Prepayment Premium, if any; (k) Notwithstanding anything to the contrary contained herein (including, without limitation, Section 2.5.5(b) hereof), or in any other Loan Document, if the Loan is included in a REMIC Trust and the Loan to Value Ratio (as determined by Lender in its reasonable discretion using any commercially reasonable method permitted to a REMIC Trust in accordance with Section 1.860G-2(b)(7) of the Treasury Regulations) exceeds 125% immediately after the release of the applicable Release Parcel, no release will be permitted unless the principal balance of the Loan is paid down by a “qualified amount” as that term is defined in Paragraph 18 the IRS Revenue Procedure 2010-30, as the same may be amended, supplemented or modified from time to time, unless the Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the Specific Loan Terms attached heretorelated release of the applicable Release Parcel; (l) In the event that the Release Parcel encompasses more than fifteen percent (15%) of the hotel rooms in the applicable Individual Property or relates to more than fifteen percent (15%) of the Adjusted Release Amount for such Individual Property, such release shall only be permitted if (i) the Debt Yield after giving effect to the release of such Release Parcel shall be equal to or exceed the Release Debt Yield or (ii) following a Securitization, the applicable Approved Rating Agencies have provided a Rating Agency Confirmation with respect to such release of the Release Parcel; provided, that with respect to any Release Parcel related to the Properties set forth on Schedule 2.5.6 hereof, such release shall only be permitted if Lender shall have received a Rating Agency Confirmation regardless of whether Borrower is able to satisfy the Debt Yield set forth in clause (i) above; (m) In the event that the Release Parcel encompasses more than thirty percent (30%) of the hotel rooms in the applicable Individual Property or relates to more than thirty percent (30%) of the Adjusted Release Amount for such Individual Property, such release shall only be permitted if, following a Securitization, the applicable Approved Rating Agencies have provided a Rating Agency Confirmation with respect to such release of the Release Parcel; (n) Subsequent to such release, each Individual Borrower shall continue to be hereby a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 and Section 5.1.28 hereof; and (eo) Payment If, the Release Parcel will be transferred to Lender an Affiliate, an Additional Insolvency Opinion. Upon the release of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, Release Parcel in accordance with this Paragraph 20Section 2.5.6, the Adjusted Release Amount of the related Individual Property shall be reduced by the Parcel Release Price. In connection with Borrower shall effectuating the release of a Release Parcel, Lender agrees to reasonably cooperate with Borrower (at Borrower’s sole cost and expense) in filing necessary applications for condominium declarations, re-subdivision or other land use changes; provided, that such declarations, subdivisions or land use changes do not be entitled to any further Disbursements under have a Material Adverse Effect on the Loan with respect to such remaining Individual Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lot.

Partial Releases. The Borrower shall have may obtain the right to obtain partial releases release of any Mortgaged Property or portion thereof (the “Release Tract”) from the liens and security interests of the Property subject to Loan Documents if it satisfies the following terms and conditions: (a) There shall not be a No Default or Event of Default hereunder or under any other is in existence, and the release of the Loan Instruments;Release Tract will not cause there to be a Default (including under Sections 2.01 or 5.12 hereof) or Event of Default. (b) Lead Borrower will deliver to the Agent a Borrowing Base Certificate with pro forma information without the Release Tract which shows that the outstanding balance of the Loan, the Tranche A Loan and the Tranche B Loan after the release of the Release Tract will not exceed the Borrowing Base Availability, the Tranche A Available Amount or the Tranche B Available Amount, respectively; provided, however, that if the outstanding balance of the Loan, the Tranche A Loan and the Tranche B Loan after the release of the Release Tract will exceed the Borrowing Base Availability, the Tranche A Available Amount or the Tranche B Available Amount, the Borrower shall submit have the right to Lender pay down the Loan, Tranche A Loan, or Tranche B Loan, as applicable, upon the release of the Release Tract, by an amount sufficient to comply with Borrowing Base Availability, the Tranche A Available Amount or the Tranche B Available Amount. (c) The release will be for the complete Mortgaged Property, and not for just a portion thereof unless the additional requirements set forth in (h) are satisfied. (d) No less than fifteen (15) days prior to the date of the requested release (“Partial Release Date”), the Borrower shall deliver to the Agent a written request for such partial release of a Property (the “Partial ReleaseRelease Request”). (e) in form The Borrower shall provide the Agent with an endorsement to the Title Insurance Policy, if required with respect to interrelated Title Insurance Policies, and substance satisfactory such other documents as may be reasonably required by the Agent, to Lender together with a lot confirm that the liens and block description security interests of the Residence to be released. In addition, Loan Documents remain valid and prior liens against the Partial Release should be accompanied Mortgaged Properties (the “Remaining Projects”). (f) The Borrower shall pay all costs and expenses incurred by the Agent in connection with information necessary for Lender to process the such Partial Release, including the name including, without limitation, reasonable attorneys’ fees, recording fees and address any title policy endorsement fees. (g) The Agent shall have received satisfactory evidence that each of the title insurance companyRemaining Projects which is adjoining or which shares access or easements with the Release Tract, if any, to whose attention the Partial Release should be directedhas adequate access and joint use easements, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest there are no encroachments from or on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as providedTract, and as such term that there is defined in Paragraph 18 no inability to use required facilities or amenities, which evidence may be provided by a Current Survey of the Specific Loan Terms attached hereto; andaffected Remaining Projects. (eh) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to If the contrary, at such time as Lender provides to the title company (which Release Tract is closing the sale a portion of a Mortgaged Property) , Agent shall have the right, in its sole discretion and at the Borrower’s expense, to require an updated Appraisal of the Mortgaged Property without the Release Tract, and Agent shall be satisfied, in its reasonable discretion, that the remaining portion of the subject Property will continue to qualify as a “payoff” quote Mortgaged Property. The Agent shall be solely responsible for determining whether the criteria set forth in this Section 5.14 have been met, and Agent shall not require the approval of any Lenders to release a Property being released from a Mortgage, Release Tract in accordance with this Paragraph 20Section 5.14. Subject to the satisfaction of the provisions of this Section 5.14, on the applicable Partial Release Date, (i) any Borrower shall not owning the Release Tract which has no other ownership interest in any of the Remaining Projects, will be entitled to any released from further Disbursements payment and performance of the Loans (other than obligations under the Environmental Indemnity and obligations which, by their terms, survive the termination of the Loan Documents as set forth in Section 9.05 below); (ii) such Borrower will no longer be deemed a “Borrower” under the Loan Documents; and (iii) such Release Tract will no longer be deemed a “Mortgaged Property” under the Loan Documents. Agent and Lenders shall execute a deed of partial release or its equivalent with respect to such Property. Notwithstanding the Release Tract, along with any provision herein other documents reasonably requested by Borrower to evidence the contraryrelease, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotat Borrower's expense.

Partial Releases. (a) Lenders agree that the Administrative Agent (on behalf of the Lenders) will release (each a "PARTIAL RELEASE") one or more Projects from the Liens, assignments and security interests of the Mortgages and the other Loan Documents, if requested to do so by the Borrowers, provided each of the following conditions is satisfied: (1) There exists no Event of Default or Potential Default on the date the Partial Release Notice (hereafter defined) is given and on the date of the proposed Partial Release; (2) The Borrowers' request for a Partial Release arises in connection with a proposed sale of the Project pursuant to a bona fide arms-length transaction with an unaffiliated third party purchaser; (3) The Borrowers provide the Administrative Agent with thirty (30) days prior written notice (the "PARTIAL RELEASE NOTICE") of the proposed Partial Release together with copies of any documents which Borrowers request that the Administrative Agent (on behalf of the Lenders) execute in connection with the proposed Partial Release, provided, however, that Borrowers may deliver such documents after delivery of the Partial Release Notice, but not less than ten (10) Business Days prior to the proposed Partial Release; (4) The Administrative Agent shall have determined to its satisfaction (provided, however, that such determination shall be consistent with, and similar in substance to, the determination of such calculations as of the date of this Agreement) that after giving effect to such Partial Release, the Projects will generate an annualized Net Operating Income sufficient to produce (a) an aggregate Cash on Cash Return of at least 11%, (b) an aggregate Debt Service Coverage of at least 1.30 to 1.00 and (c) a Portfolio LTV equal to, or less than, eighty-five percent (85%), in each case, calculated based on the assumption that, (i) with respect to the first Partial Release made pursuant to this SECTION 2.04, the full amount of the Loans have been disbursed (less any amounts allocated to phase II of the Fremont Additional Advance) and (ii) with respect to all other Partial Releases, the Required Release Paydown Amount with respect to such Partial Release has not been paid and is outstanding; (5) The Borrowers shall pay to the Administrative Agent (on behalf of the Lenders), in reduction of the principal balance of the Loans, an amount (the "RELEASE AMOUNT") equal to the sum of (a) the Minimum Release Price, PLUS, (b) any additional amount which may be required to be paid in accordance with the provisions hereof and the other Loan Documents including, any LIBOR breakage costs, if applicable; (6) The Borrowers shall pay all reasonable costs and expenses of the Administrative Agent and the Lender arising in connection with such Partial Release, including, but not limited to, title insurance fees and charges and reasonable legal fees and expenses of Lender's counsel, and all other costs arising in connection with the execution and delivery of such release; (7) The Projects(s) that is(are) the subject of the Partial Release shall be transferred and conveyed to an entity other than a Borrower or its Affiliates; (8) The Borrowers shall deliver to the Administrative Agent (on behalf of the Lenders) such endorsements to the Title Policy, amendments to the Loan Documents, estoppel certificates and other documents as the Administrative Agent shall reasonably request to protect its interests or to confirm the validity and priority of the Mortgages and any other Liens or collateral granted to the Administrative Agent (on behalf of the Lenders) in connection with the Loans; and (9) The Borrowers shall deliver to the Administrative Agent (on behalf of the Lenders) evidence reasonably satisfactory to the Administrative Agent that all amounts owing to any parties as a result of the sale of any of the Projects have been paid in full, or are simultaneously being paid in full or otherwise satisfied (or if any such amounts are not then payable, that Borrowers have made adequate provision for the subsequent payment of such amounts to the reasonable satisfaction of the Administrative Agent (on behalf of the Lenders)) at the closing of the sale of such Project(s). (b) During the Term, the Allocated Loan Amount for each Project shall be increased by an amount equal to aggregate amount of Additional Advances, if any, made by the Lenders with respect to such Project. After application of the Release Amount to the Adjusted Loan Basis of the Project being released, the Allocated Loan Amount for each of the remaining Projects shall be decreased by an amount equal to the product of (i) the excess, if any, remaining after such application to the Project being released multiplied by (ii) a fraction, expressed as a percentage, the denominator of which is the outstanding principal balance of the Loans (as reduced by an amount equal to the Release Amount), and the numerator of which is the Allocated Loan Amount for such Project. In the event that the Borrowers make a prepayment of the Loans without effectuating a Partial Release pursuant to this SECTION 2.04, the Administrative Agent (on behalf of the Lenders) shall have the right to obtain partial releases of apply the Property subject to the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other of the Loan Instruments; (b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time any such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed prepayment to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lot.adjust

Partial Releases. Borrower Provided there exists no Default or ---------------- Event of Default, Administrative Agent shall have the right release, within seven (7) Banking Days of Borrower's delivery to obtain partial releases it of the Property items required by this paragraph, the lien of the Mortgage from portions of the Premises outside of the "ring road" of the shopping center of which the Improvements are a part (each such portion of the Premises, a "Release Parcel") in connection with Borrower's simultaneous conveyance thereof to other Persons for the construction and operation on said Release Parcels by such Persons of retail stores or other facilities compatible with the shopping center. All such releases shall be subject to Administrative Agent's determination that the same will not have a materially adverse effect on the value of the balance of the Premises not so released. Such releases shall be further subject, in each case, to Administrative Agent's receipt of (i) evidence that the balance of the Premises constitutes a separate tax lot and an endorsement to the title insurance policy for the Mortgage insuring that the lien of the Mortgage will not be impaired by virtue of the release of the Release Parcel, (ii) a copy, certified by Borrower to be true and complete, of the executed contract of sale for the Release Parcel, (iii) a current survey of the Premises, specifically delineating the Release Parcel, certified to Administrative Agent and the Title Insurer, (iv) evidence that the portion of the Premises remaining subject to the following terms Mortgage has adequate pedestrian and conditions: vehicular access for the contemplated uses thereof to publicly dedicated roads, (av) There shall not be a Default or Event of Default hereunder or under any such other documents, opinions and assurances as Administrative Agent may reasonably request (all of the Loan Instruments; foregoing items (bi) Borrower shall submit through (v) to Lender a request for partial release of a Property (the “Partial Release”) be in form and substance reasonably satisfactory to Lender together with a lot Administrative Agent) and block description (vi) payment of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial ReleaseAdministrative Agent's out-of-pocket expenses, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs fees and expenses arising of counsel, in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotforegoing transactions.

Partial Releases. Borrower If there is no Event of Default, Huntington shall have the right release a tract to obtain partial releases of the Property subject be conveyed to the May Department Stores Company (Xxxxxxxx'x) from the operation of its Loan Documents without the payment of any release price, provided that the following terms and conditionsconditions are satisfied to Huntington's satisfaction at no cost or expense to Huntington: (a) There Huntington has received evidence that a validly created and approved lot split has been obtained of the tract to be released from the mall Property; (b) the size and location of the tract to be released is satisfactory in all respects to Huntington; (c) a satisfactory survey and legal description for the tract to be released have been furnished to Huntington; and (d) reciprocal easement rights (the "Easement Rights") between the tract to be released and the mall property have been created to the satisfaction of Huntington. HUNTINGTON, BY ACCEPTANCE OF THIS MORTGAGE, AND BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO HUNTINGTON AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY HUNTINGTON'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS. PROVIDED, HOWEVER, that these presents are upon the condition that if Borrower shall not be a Default or Event fully and promptly pay when due the Indebtedness and shall completely, faithfully and punctually perform all of Default hereunder or the Obligations under any other the terms and conditions of the Loan Instruments; (b) Borrower shall submit to Lender a request for partial release of a Property (Documents, then the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid Mortgage shall be paid at the time such Partial Release is requestedvoid; provided that any payment otherwise it shall remain in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount full force and effect in cash equal to the Release Price as provided, law and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotequity forever.

Partial Releases. At any time after the Release Date (except as otherwise set forth in Section 2.10(B) below) and prior to the First Open Payment Date, and provided no Event of Default exists, Borrower may from time to time obtain a partial release from the lien of the Mortgage and the Loan Documents of one or more Individual Properties, and a release of the individual Borrower which owns such Individual Property from the Loan Documents (the "Partial Release Borrower"), provided that all of the following conditions precedent have been satisfied with respect to any such Partial Release of any such Individual Property: (A) No Partial Release will be permitted if any Event of Default has occurred and is continuing. (B) No Partial Release will be permitted until after the Release Date, provided, if no Event of Default exists and is continuing, Borrowers may request the Partial Release of one (1) Individual Property (excluding the Clayton Place Property) prior to the Release Date (but after the one xxxxxxx eightieth (180th) day after the Closing Date) so long as Borrowers comply with all other terms and provisions of this Section 2.10. No Partial Release will be permitted on or after the First Open Payment Date. (C) A Partial Release of no more than two (2) Individual Properties will be permitted in any twelve (12) month period. A Partial Release of no more than five (5) Individual Properties in the aggregate shall be permitted during the term of the Loan. For purposes of determining the number of Partial Releases in any given time period, Borrowers acknowledge that a Partial Release involving the Clayton Place Property shall constitute two (2) Individual Properties. (D) No Partial Release of an Individual Property will be permitted unless the Debt Service Coverage Ratio for the remainder of the Individual Properties is equal to or greater than 1.25:1.00; (E) Following such Partial Release, the Borrowers (other than the Partial Release Borrower) and the Sole Member shall not have any ownership interest in, and shall have no obligations or liabilities with respect to the right to obtain partial releases of the Individual Property subject to the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other of the Loan Instruments; (b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) , and the Borrowers shall execute an amendment to the Contribution Agreement in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, which excludes the Partial Release should be accompanied with information necessary for Lender to process Borrower from such agreement and the Partial Release, including application thereof; ' (F) Borrowers will on the name and address date of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e.the "Partial Release Date") complete a Partial Defeasance, order numberspursuant to Section 2.3 hereof, release numbers, assessor’s parcel numbers, etc.of a portion of the Loan (the "Partial Defeasance Amount" for the Individual Property subject to the Partial Release) equal to 115% of the Allocated Senior Loan Amount for the Individual Property subject to the Partial Release; (G) Borrowers will execute (and Guarantor and Environmental Indemnitor will consent in writing thereto and reaffirm their obligations under the Loan Documents to which they are a party notwithstanding the Partial Release) and deliver all such amendments to the date when Loan Documents and other instruments or documents as may be reasonably required by Lender (using commercial standards customarily applied with respect to mortgage loans such as the Loan) in order to accomplish the Partial Release is and continue to become effective; (c) If required by fully protect Lender, all accrued 's rights and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements remedies under the Loan Documents with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish remaining Borrower and Lender's lien and security interest in the Lotremainder of the Properties.

Partial Releases. Borrower shall have 18.1 Upon the right applicable Borrower's written request given at least thirty (30) days prior to obtain partial releases the proposed transaction, and provided that, at the time of such request, there is then no Event of Default under any of the Property Loan Documents (other than a default that will be cured by virtue of the proposed Release) Lender agrees that up to three (3) Projects (a "Released Project") may be released (the "Release") from the lien of the applicable Lien Instrument and all other security interests held by Lender, subject to satisfaction of the following terms and conditions: (a1) There Payment to Lender of a $35,000.00 service fee for each respective partial release of which (i) $15,000.00 shall be non-refundable and submitted with the initial written request, and (ii) $20,000.00 shall be paid to Lender at closing of such release; (2) The release shall consist of not less than an entire Project (no partial Project releases), not more than one (1) Project may be released per calendar year and a Default or Event satisfactory number of Default hereunder or Projects designated as Age-Restricted 55+ shall remain as security under any other the Loan at all times; (3) Payment to Lender toward the unpaid principal balance of the Loan Instrumentsin an amount equal to 110% of the Allocated Loan Amount for the Released Project (100% if after such Release, the loan-to-value ratio of the remaining Property is 60% or less, as reasonably determined by Lender in accordance with its then current underwriting standards for the Released Project) plus a prepayment fee on such principal prepaid calculated in the manner set forth in the Note; (b4) Borrower shall submit pay any and all third party expenses associated with the Release, including, but not limited to, title insurance costs, escrow costs, recordation costs and fees and any tax required to Lender a request for partial release of a Property (be paid at the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description time of the Residence to be released. In additionrelease, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiveas applicable; (c5) The amount of principal loan balance paid down which is above the then respective allocated principal loan balance of the Project released shall be applied to pay-down the remaining allocated loan amounts on a pro-rata basis based on the then principal loan balances at the time of such partial release; (6) If required by Lender, all accrued and unpaid interest Borrower shall furnish Lender, at Borrower's sole cost, a satisfactory endorsement to the applicable title policy(ies) evidencing a continued satisfactory first lien on the principal amount remaining portion of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business dayProperty; (d7) Payment After such partial release, the loan to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 value ratio of the Specific Loan Terms attached heretoremaining Property shall not be higher than the lesser of (i) the loan to value ratio before such release, or (ii) 65%, as reasonably determined by Lender in accordance with its then current underwriting standards; (8) All related documentation shall be reasonably satisfactory to Lender; and (e9) Payment Following the Release of the Released Project (a) the remaining Property shall have achieved Debt Service Coverage for the most recent fiscal period equal to Lender or greater than that of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect prior to such Property. Notwithstanding any provision herein to release (but in no event less than 1.25x) and is sustainable as reasonably determined by Lender and (b) not less than 50% of the contrary, Lots Being Actively Developed cannot home sites within the remaining Projects shall be released from a particular Subdivision until all work is completed to finish the Lotdesignated as Age-Restricted 55+.

Partial Releases. From and after the Effective Date, in addition to complying with the requirements set forth in Section 2.5.1 of the Loan Agreement with respect to any Property Release (except as explicitly modified by this Section 4.9), Borrower shall have the right to obtain partial releases of the Property subject to also satisfy the following terms and conditionsconditions in connection with any Property Release: (a) There Borrower’s written request to Lender for a Property Release must be submitted at least sixty (60) days prior to the Property Release, which request shall not be a Default or Event of Default hereunder or under any other include (in addition to the materials required pursuant to Section 2.5.1(b) of the Loan Instruments;Agreement), (i) a copy of an executed purchase agreement with the proposed purchaser that provides for an all-cash sale, certified by Borrower as a true, correct and complete copy, (ii) copies of all material marketing materials and, to the extent practicable, lists of parties that were sent the marketing materials and parties that made offers, and (iii) other evidence reasonably satisfactory to Lender that the proposed Property Sale has been broadly marketed by an unrelated third party broker which is not an Affiliate of Borrower or any member, principal or sponsor of Borrower or Guarantor and that is experienced in selling assets similar to the Property being sold in the same market as such Property. (b) Borrower shall submit deliver to Lender a request for partial release of a Property (preliminary closing statement reflecting the “Partial Release”) in form gross sales price and substance satisfactory items comprising the Borrower’s closing costs as preliminarily computed shall be submitted to Lender together with a lot for its review and block description approval of the Residence calculation of Net Sale Proceeds no less than three (3) Business Days prior to the Property Release, and shall promptly deliver copies of any material changes to the draft the closing statement to Lender, with the final closing statement to be released. In addition, the Partial Release should be accompanied with information necessary submitted to Lender for Lender to process the Partial Release, including the name its final review and address approval of the title insurance company, if any, calculation of Net Sale Proceeds prior to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etcProperty Release.) and the date when the Partial Release is to become effective; (c) If required by LenderTo the extent the Net Sales Proceeds for any Property Sale are less than the Allocated Loan Amount for the Property being sold, all accrued and unpaid interest on the principal amount of the Loan being prepaid such Property Sale shall be paid at referred to as a “Low Proceeds Sale”, and such Low Proceeds Sale shall be subject to Lender’s approval, in its sole discretion. Notwithstanding the time foregoing, in the event of a Low Proceeds Sale, if Borrower elects (such Partial Release is requested; provided that any payment in immediately available fundselection by Borrower, received by the “Remedial Payment Option”) to deposit an amount equal to the difference between the Allocated Loan Amount for the applicable Property and the Net Sales Proceeds for such Property (such difference, the “Remedial Amount”) with Lender after one-thirty o’clockto be applied to the Outstanding Principal Balance, p.m. (1:30 p.m.), Dallas, Texas time, will then such Low Proceeds Sale shall not be deemed subject to have been made on the next following business day;Lender’s approval. (d) Payment to Lender The definition of an amount Net Sale Proceeds set forth in cash equal to the Release Price as providedLoan Agreement is hereby deleted in its entirety and replaced with the following: “Net Sale Proceeds” shall mean, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein Property Sale, the value of all consideration received by Borrowers in connection with such Property Sale, including cash, notes, assumed indebtedness, deferred payments (contingent or otherwise), prepaid expenses and noncustomary prorations in favor of Borrowers (collectively, “Sales Proceeds”), less the reasonable and actual costs and expenses of such Property Sale reasonably approved by Lender, including broker’s commissions paid to the contrarythird parties, at market rate sales and marketing expenses, legal fees and transfer and recording taxes (but excluding income taxes attributable to such time as Lender provides to the title company (Property Sale), all of which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower costs and expense shall not exceed six percent (6.0%) of the Sales Proceeds, provided that in no event shall such any of such costs and expenses include any commissions or fees be entitled paid to any further Disbursements under the Loan with respect to such Property. Notwithstanding Affiliate of Borrower, Guarantor or any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotof their principals or sponsors.

Partial Releases. Borrower shall have the right to obtain partial releases a.
Upon consummation of the sale of a Mortgaged Property (but not a sale of only a portion of a Mortgaged Property), the Borrower or Additional Borrower which owns the Mortgaged Property (the "Selling Borrower") shall be entitled to a partial release of the Lien of 15 7435458 v3 (78055.00044.000) the Deed of Trust (the "Release DOT") encumbering such Mortgaged Property covered by such sale (a "Release Tract") upon and subject to the following terms and conditions: b.
At least thirty (a30) There but not more than ninety (90) days prior to the date of any requested partial release, the Selling Borrower shall not deliver to Lender (i) a written request ("Selling Borrower's Release Request") identifying the Release Tract to be a Default or Event of Default hereunder or under any other sold, the closing date of the Loan Instruments; sale of the Release Tract (bthe "Release Date"), and the Release Price (as hereinafter defined) for the Release Tract to be paid by Selling Borrower to Lender on the Note, (ii) a fully executed copy of the contract of sale covering the Release Tract (the "Sales Contract") and (iii) the remaining Borrowers and Additional Borrowers shall submit deliver to Lender a request for partial written certificate certifying to Lender that the remaining Mortgaged Properties not being released per the Selling Borrowers' Release Request and which are to remain under the Lien of the Deeds of Trust not being released (the "Remaining Tracts") will have, in the aggregate, immediately following the Release Date, an aggregate ICR of 1.50 or greater. c.
On the Release Date which Selling Borrower has requested the release of a Property the Release Tract to occur, Selling Borrower shall pay to the Lender in immediately available United States funds by federal funds wire transfer (at the “Partial Release”same wire address Borrowers and Additional Borrowers make payments under the Note or at any other wire address pursuant to written wire instructions provided by Lender): (x) the Lender's Release Costs (as hereinafter defined), plus (y) the Release Price, which amounts in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release clauses (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.x) and (y) above will first be applied against the date when against Lender's Release Cost and then against the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid Note. The "Release Price" for a Release Tract shall be paid at equal as per any given Release Date, the time such Partial greater of (1) the gross sales price for the Release is requested; provided that any payment in immediately available funds, received Tract as shown on the Sales Contract and confirmed by Lender after one-thirty o’clock, p.m. the Closing Statement (1:30 p.m.as defined below), Dallasless customary reasonable closing costs not to exceed eight percent (8%) of the gross sales price for the Release Tract as shown on the Sales Contract and confirmed by the Closing Statement and (2) the following amounts for each Property as follows: Timberway Property15995 North Barkers Landing Xxxxxxx, Xxxxx 00000 $5,800,000 Park PropertyTract One and Tract Two must be released together $4,000,000 Xxxxxxx Xxxxxx Xxxxxxxx00000 Xxx Xxxxx Xxxxxx, Hill Country Village, Texas time, $4,125,000 Borrower will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to confirm the Release Price as provided, and as such term is defined in Paragraph 18 by delivering a copy of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is fully executed closing statement for the sale of a Propertysuch Release Tract (the "Closing Statement") a “payoff” quote for a Property being released from a Mortgage, in accordance to Lender simultaneously with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to closing of the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish sale of the LotRelease Tract and the payment of the Release Price.

Partial Releases. If any of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction with a non-Affiliate third party permitted by the Loan Documents (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Guarantor), then upon written request delivered to the Administrative Agent, the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens created under the applicable Loan Documents; provided that the Borrower shall have delivered to the right Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to obtain partial releases be released is being released. At the written request and sole expense of the Property subject Borrower, the Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty Agreement) in the event that all the capital stock or other Equity Interests of such Guarantor shall be sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, and such Equity Interests shall be released from the Liens created under the Security Instruments, and the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the following terms Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and conditions:the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. XXXXX PETROLEUM COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chief Financial Officer XXXXX PETROLEUM CORPORATION By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chief Financial Officer XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Director CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director BNP PARIBAS By: /s/ Xxxxxx Xxxxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: President ANTHEM, INC. By: Logen Asset Management, L.P. Its Agent and Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Partner LOGEN ASSET MANAGEMENT MASTER FUND LTD. By: Logen Asset Management, L.P. Its Agent and Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Partner NATIONAL BANK CANADA By: /s/ Xxxxxx Xx Name: Xxxxxx Xx Title: Associate By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Account Manager, Special Loans CREDIT SUISSE AG, CAYMAN ISLAND BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Authorized Signatory ASSOCIATED BANK, N.A. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President SUNTRUST BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: First Vice President ROYAL BANK OF CANADA By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Attorney-in-Fact BANK OF MONTREAL By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President ING CAPITAL By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director TORONTO DOMINION (NEW YORK) LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory PNC BANK NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President THE HUNTINGTON NATIONAL BANK By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director CITIBANK, N.A. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President FIFTH THIRD BANK By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President BARCLAYS BANK PLC By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Assistant Vice President UBS AG, STAMFORD BRANCH By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Associate Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director By: /s/ Pierre-Xxxxx Xxxxxxx Name: Pierre-Xxxxx Xxxxxxx Title: Managing Director CITIZENS BANK, N.A. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President SUMITOMO MITSUI BANKING CORPORATION By: /s/ Ryo Suzuki Name: Ryo Suzuki Title: General Manager JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory XXXXXX XXXXXXX BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory BANK OF AMERICA, N.A. By: /s/ Xxxxxxxx Sawg Name: Xxxxxxxx Sawg Title: Vice President CITIGROUP FINANCIAL PRODUCTS INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory COMERICA BANK By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President ABN AMRO CAPITAL USA LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Director DNB CAPITAL LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Managing Director DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President BANK OF AMERICA, N.A. By: /s/ Xxxx Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxx Xxxxxxxx Title: Director BOKF, NA dba BOK FINANCIAL By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President BP ENERGY COMPANY By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Attorney-in-Fact XXXXXXX XXXXX BANK USA By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized Signatory SOCIETE GENERALE By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: Director BSP XXXXX PECM 2 LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO BSP XXXXX SEI 3 LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO BSP XXXXX SPECIAL SITUATIONS 4 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO BSP SPECIAL SITUATIONS MASTER By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO SEI ENERGY DEBT FUND, LP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO PECM STRATEGIC FUNDING LP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO NATIXIS, NEW YORK BRANCH By: /s/ Xxxxx De Foyer Name: Xxxxx De Foyer Title: Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President OAKTREE VOF (CAYMAN 5 CTB LTD. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director OAKTREE VOF (CAYMAN) 6 CTB LTD. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director OAKTREE OPPS X (CAYMAN) 1 CTB LTD. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director OAKTREE OPPS X (CAYMAN) 2 CTB LTD. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director XXXXXXX XXXXX LENDING PARTNERS LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Xxxxx Fargo Bank, National Association 7.50 % $ 41,249,999.88 ABN AMRO Capital USA LLC 2.08 % $ 11,458,333.34 Anthem, Inc. 1.39 % $ 7,642,753.70 Associated Bank, N.A. 0.83 % $ 4,583,333.34 Bank of America, N.A. 3.41 % $ 18,770,288.20 Bank of Montreal 3.33 % $ 18,333,333.34 Barclays Bank PLC 3.33 % $ 18,333,333.34 BNP Paribas 2.83 % $ 15,583,333.33 BOKF, N.A. dba BOK Financial 1.58 % $ 8,708,333.34 BP Energy Company 0.42 % $ 2,291,666.67 BSP Xxxxx PECM 2 LLC 0.45 % $ 2,493,333.34 BSP Xxxxx SEI 3 LLC 0.28 % $ 1,558,333.33 BSP Xxxxx Special Situations 4 0.68 % $ 3,740,000.00 BSP Special Situations Master 0.58 % $ 3,208,333.33 Capital One, National Association 3.33 % $ 18,333,333.34 Canadian Imperial Bank of Commerce, New York Branch 2.83 % $ 15,583,333.33 Citibank, N.A. 3.33 % $ 18,333,333.34 Citigroup Financial Products Inc. 1.67 % $ 9,166,666.66 Citizens Bank, N.A. 2.92 % $ 16,041,666.67 Comerica Bank 2.08 % $ 11,458,333.34 Credit Agricole Corporate and Investment Bank 3.33 % $ 18,333,333.34 Credit Suisse AG, Cayman Island Branch 3.33 % $ 18,333,333.34 Deutsche Bank AG New York Branch 2.83 % $ 15,583,333.33 DNB Capital LLC 3.33 % $ 18,333,333.34 Fifth Third Bank 2.08 % $ 11,458,333.34 Xxxxxxx Xxxxx Bank USA 0.42 % $ 2,291,666.67 Xxxxxxx Sachs Lending Partners LLC 2.83 % $ 15,583,333.33 ING Capital LLC 2.08 % $ 11,458,333.34 JPMorgan Chase Bank, N.A. 3.33 % $ 18,333,333.34 KeyBank National Association 0.42 % $ 2,291,666.67 Logen Asset Management Master Fund Ltd. 0.11 % $ 628,624.76 Xxxxxx Xxxxxxx Bank, N.A. 0.42 % $ 2,291,666.67 National Bank Canada 0.42 % $ 2,291,666.67 Natixis, New York Branch 2.08 % $ 11,458,333.34 Oaktree Opps X (Cayman) 1 CTB LT 1.30 % $ 7,162,131.96 Oaktree Opps X (Cayman) 2 CTB L 1.01 % $ 5,534,374.69 Oaktree VOF (Cayman) 5 CTB LTD 0.53 % $ 2,921,201.37 Oaktree VOF (Cayman) 6 CTB LTD 0.41 % $ 2,257,291.97 PECM Strategic Funding LP 0.17 % $ 916,666.67 PNC Bank National Association 2.83 % $ 15,583,333.33 Royal Bank of Canada 4.17 % $ 22,916,666.66 SEI Energy Debt Fund, LP 1.08 % $ 5,958,333.34 Societe Generale 3.33 % $ 18,333,333.34 Sumitomo Mitsui Banking Corporation 2.83 % $ 15,583,333.33 Suntrust Bank 2.08 % $ 11,458,333.34 The Huntington National Bank 1.25 % $ 6,875,000.00 Toronto Dominion (New York) LLC 3.75 % $ 20,625,000.00 UBS AG, Stamford Branch 3.33 % $ 18,333,333.34 1 Cogen Facility 18 00000 Xxx 00, Xxxxxxxx, Xxxxxxxxxx 00000 Fee Xxxx County, CA Post-Close TBD Xxxxx Petroleum Company 3 Cogen Facility 42 00000 Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 Fee Los Angeles County, CA Post-Close TBD Xxxxx Petroleum Company 4 To-Be-Constructed Cogen Facility #1 Located on Union Pacific Owned Land, XxXxxxxxxx, California 93251 Fee Xxxx County, CA Post-Close TBD Xxxxx Petroleum Company 5 To-Be-Constructed Cogen Facility #2 Located on Mineral Fee Property, Xxxxx Xxxxx, Xxxxxxxxxx 00000 Fee Xxxx County, CA Post-Close TBD Xxxxx Petroleum Company (a) There shall not be Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement from Xxxxx Petroleum Company, d/b/a Default or Event Xxxxx Oil Company in the State of Default hereunder or under any other Texas, to Xxx Xxxxxxxxxxx, Trustee, for the benefit of Xxxxx Fargo Bank, National Association, as Administrative Agent, dated July 15, 2008, SAVE AND EXCEPT the Loan Instruments;property released in items 1(b) and 1(e) below, filed as follows: Xxxxxxxx County, Texas Volume 3952, Page 281 7/24/08 Limestone County, Texas Volume 1286, Page 102 7/18/08 (b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Releaseof Lien by Xxxxx Fargo Bank, including the name and address of the title insurance companyNational Association, if anyas Administrative Agent, to whose attention the Partial Release should be directedXxxxx Petroleum Company dated July 16, numbers that reference the Partial Release (i.e.2009 relating to East Texas Midstream conveyed to Velocity East Texas Gathering, order numbersLLC, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallasfiled as follows: Xxxxxxxx County, Texas timeVolume 4218, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as providedPage 283 7/22/09 Limestone County, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contraryTexas Volume 1317, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lot.Page 194 7/22/09

Partial Releases. (a) At any time prior to the Maturity Date, Administrative Agent shall, at Borrower's request, issue partial releases from the Lien of a Mortgage and other Security Documents of Land Held for Development, Lots Under Development, one or more Housing Units, one or more Finished Lots or other Collateral; provided, however, that prior to or simultaneously with each such partial release all of the following conditions shall be satisfied: (i) The sales price for any sale, transfer or conveyance must be at the Fair Market Value for such Collateral; (ii) The sales price for all Collateral sold during any calendar month must be not less than the contribution to the Borrowing Base as calculated in the most recently delivered Borrowing Base Certificate for such Collateral sold; (iii) If Collateral constituting more than 10% of the Borrowing Base in the Borrowing Base Certificate most recently delivered is to be released from the Mortgages in any month, Borrower shall have delivered to Administrative Agent a Borrowing Base Certificate demonstrating on a pro forma basis, and Administrative Agent shall have determined to its reasonable satisfaction, that the right to obtain partial releases outstanding principal balance of the Loans together with the aggregate amount of all Letter of Credit Liabilities will not exceed the Maximum Loan Availability after giving effect to such request and any Release Consideration to be paid and/or the acceptance of any Property subject as an additional or replacement Borrowing Base Property to the following terms and conditions: (a) There shall not be a Default or Event of Default hereunder or under any other of the Loan Instrumentsgiven concurrently with such request; (biv) Borrower requests in writing to Administrative Agent a payoff letter for the Collateral it seeks to such release from the Mortgage not less than ten (10) Business Days prior to the date such payoff is needed, together with all data reasonably necessary to support Borrower’s being entitled to the partial release, including, without limitation, a legal description for the Collateral to be released and a partial release document prepared by Borrower, all at Borrower’s expense and all in form and content satisfactory to Administrative Agent; (v) Borrower shall submit to Lender a request for partial release of a Property Administrative Agent within two (2) Business Days after the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description closing of the Residence to be released. In additionsale, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address a photocopy of the title insurance company, if any, final signed closing statement with respect to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectivesale of such Collateral; (cvi) If required by Lender, Borrower shall pay all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising of Administrative Agent, including, without limitation, reasonable legal fees and expenses incurred by Administrative Agent in connection with any Partial Release. Notwithstanding partial release of the Mortgage; (vii) Borrower pays, or causes to be paid, to Administrative Agent the Release Consideration for any provision herein Collateral to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed the Mortgages under this Section 4.5(a), which Release Consideration shall be applied to finish payment of any outstanding Revolving Loans hereunder, and to the Lot.extent no Revolving Loans are outstanding or if following payment of outstanding Revolving Loans additional funds remain, such Release Consideration shall be returned to the Borrower within one (1) Business Day of receipt of such proceeds by Administrative Agent; and

Partial Releases. In the event Borrower shall have the right elects to obtain partial releases sell any of the Property subject three (3) separately subdivided parcels constituting the Premises to an arm-length third party (such parcel, a “Release Parcel”) during the term of the Loan, Lender agrees, at Borrower’s request, to release such Release Parcel from the lien of the Security Documents pursuant to a form of release acceptable to Lender upon the sale thereof; provided, however, that prior to or simultaneously with such release of the Release Parcel all of the following terms and conditionsconditions shall be satisfied: (a) There No default shall not be a Default or Event of Default hereunder or exist under any other of the Loan InstrumentsDocuments, or would exist with notice or passage of time, or both; (b) Borrower Lender shall submit to Lender a request for partial release of a Property have received any and all sums then due and owing under the Loan Documents (the “Partial Release”excluding regularly scheduled principal and interest payments not yet due and payable) in form and substance satisfactory to Lender together with a lot proof of payment of costs related to preparing and block description executing such partial release, including, without limitation all escrow costs, closing and recording costs, costs of preparing and delivering such partial release, and the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address cost of the any title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiveendorsements required by Lender; (c) If required by LenderAt Borrower’s sole cost, all accrued and unpaid interest on the principal amount of the Loan being prepaid Lender shall be paid at the time such Partial Release is requested; provided that have received any payment in immediately available funds, received title insurance endorsements requested by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on modifying the next following business dayTitle Insurance Policy; (d) Payment Lender shall have received the required release price for the Release Parcel equal to (i) the Release Price Percentage for the Release Parcel, multiplied by (ii) the full principal amount of the Loan, disbursed or undisbursed, as of the date of the release of the Release Parcel. In any case, such release price shall be applied by Lender to reduce the total committed principal amount of the Development Line of Credit. As used herein, “Release Price Percentage” shall be defined as the percentage equal to (a) 110% of (b) the pro-rata allocated Loan amount (as set forth in the following chart) for the Release Parcel. As an example, the current Release Prices and Release Price Percentages calculated based on the collateral pool constituting the Property as of the date of this Agreement are set forth in the following chart, although these Release Price Percentages may be adjusted from time to time as properties may be added to or removed from the collateral pool. 00000 Xxxxxxx Xxxxxx Xxxx $6,732,000.00 33.660% $7,405,200.00 37.0260% 00000 Xxxxxxx Xxxxxx Xxxx $6,305,600.00 31.528% $6,936,160.00 34.6808% 0000 Xxxxx Xxxxx $6,962,400.00 34.812% $7,658,640.00 38.2932% (e) Lender shall have received a written release satisfactory to Lender of an amount any set aside letter, letter of credit or other form of undertaking which Lender has issued to any surety, governmental agency or any other party in cash equal to connection with the Release Price as provided, and as such term is defined in Paragraph 18 of Loan and/or the Specific Loan Terms attached heretoPremises; and (ef) Payment Lender shall have received evidence satisfactory to Lender that any tax, bond or assessment which constitutes a lien against the Premises has been properly paid. Neither the acceptance of any payment nor the issuance of any partial release of the Release Parcel by Lender shall affect Borrower’s obligation to repay all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements amounts owing under the Loan with respect to such Property. Notwithstanding any provision herein to Documents or the contrary, Lots Being Actively Developed canlien of the Security Documents on the remainder of the Premises which is not be released from a particular Subdivision until all work is completed to finish the Lotreleased.

Partial Releases. The Borrower shall have may obtain the right to obtain partial releases release of any Mortgaged Property (the "Release Tract") from the liens and security interests of the Property subject to Loan Documents if it satisfies the following terms and conditions: (a) There shall No Event of Default is in existence, and the release of the Release Tract will not cause there to be a Default or Event of Default hereunder or (including under any other of Section 5.12 hereof). EDR will deliver to the Loan Instruments;Administrative Agent a Compliance Certificate with pro forma information without the Release Tract. (b) The release will be for the complete Mortgaged Property constituting a student housing community, and not for just a portion thereof. (c) No less than forty-five (45) days prior to the date of the requested release ("Partial Release Date"), the Borrower shall submit deliver to Lender the Administrative Agent a written request for such partial release of a Property (the “Partial Release”"Release Request"). (d) in form The Borrower shall provide the Administrative Agent with an endorsement to the Title Insurance Policy, if required with respect to interrelated Title Insurance Policies, and substance satisfactory such other documents as may be reasonably required by the Administrative Agent, to Lender together with a lot confirm that the liens and block description security interests of the Residence to be released. In addition, Loan Documents remain valid and prior liens against the Partial Release should be accompanied Mortgaged Properties (the "Remaining Projects"). (e) The Borrower shall pay all costs and expenses incurred by the Administrative Agent in connection with information necessary for Lender to process the such Partial Release, including the name including, without limitation, reasonable attorneys' fees, recording fees and address any title policy endorsement fees. (f) The Administrative Agent shall have received satisfactory evidence that each of the title insurance companyRemaining Projects which is adjoining or which shares access or easements with the Release Tract, if any, has adequate access and joint use easements, that there are no encroachments from or on to whose attention the Release Tract, and that there is no inability to use required facilities or amenities, which evidence may be provided by a Current Survey of the affected Remaining Projects. Subject to the satisfaction of the provisions of this Section, any Borrower other than EDR owning the Release Tract which has no other ownership interest in any of the Remaining Projects, will be released from further payment and performance of the Loans on the Partial Release should be directedDate, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements other than obligations under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotEnvironmental Indemnity.

Partial Releases. Borrower shall have the right to obtain partial releases of the Property subject At any time prior to the following terms and conditions: (a) There Maturity Date, upon Borrowers’ request, Lender shall not be issue a Default or Event of Default hereunder or under any other of the Loan Instruments; (b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory from the lien of a Security Instrument with respect to any Property; provided, however, that prior to or simultaneously with any such partial release all of the following conditions shall be satisfied: (a) Borrower shall have provided Lender with not less than twenty (20) days prior written notice (for the avoidance of doubt, any such notice is revocable by written notice to Lender together from the Borrowers given at any time prior to a Partial Release provided Borrower reimburses Lender for its reasonable costs and expenses (if any) actually incurred in connection with a lot and block description the consummation of such partial release (e.g. costs or preparing release documents)) of the Residence consummation of a refinancing, sale or transfer with respect to such Property; (b) No Default shall exist (unless such Default shall be released. In addition, cured by the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiverequested); (c) If required by LenderBorrower shall have executed, or caused the execution of, all accrued such documents and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received instruments as reasonably requested by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on in connection with the next following business dayPartial Release; (d) Payment Lender shall have received any and all sums then due and payable under the Loan Documents, and the full payment and performance of all other obligations then due and secured by the applicable Security Instrument, including, without limitation, those set forth in the Note and such Security Instrument, together with all escrow, closing and recording costs, the costs of preparing and delivering such partial reconveyance, satisfaction or release and the cost of any title insurance endorsements required by Lender, including, without limitation, a partial reconveyance or release endorsement; (e) For each Property to be released, Lender shall have received a release price (the “Release Price”) for such Property either (a) the greater of an amount in cash equal to (1) one hundred percent (100%) of the Net Sales Proceeds received by Borrower upon any sale or transfer of such Property, and (2) one hundred sixty-five percent (165%) of the Allocated Loan Amount for such Property, or (b) such other amount agreed to in writing by Lender prior such release; (f) Any Release Price shall be applied to the principal of the Loan and may not be reborrowed. If, after such application, any portion of the Release Price as provided, and as such term is defined in Paragraph 18 exceeds the outstanding principal balance of the Specific Loan Terms attached heretoand Borrower has not otherwise satisfied the outstanding obligations under the Loan Documents and terminated all undisbursed commitments, such excess shall be deposited into the Guarantor Reserve Account; and (eg) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale Following Lender’s receipt of a Propertycertification from Borrowers affirming that the conditions set forth in this Section have been satisfied (including, without limitation, attached calculations demonstrating compliance with subsection (e)) a “payoff” quote for and the release of a Property being released from a Mortgage, in accordance with this Paragraph 20Section, Lender will release the Borrower who owns or owned such released Property from its obligations under this Agreement, the Loan Documents and the Other Related Documents. Notwithstanding the release of any Borrower pursuant to this Section 2.12(g), such Borrower shall not continue to be entitled to liable for all obligations which expressly survive the release, satisfaction or cancellation of the Note or any further Disbursements obligations under the Loan Documents. Neither the acceptance of any payment nor the issuance of any Partial Release by Lender shall affect Borrowers’ (other than any Borrower released in accordance with respect this Section 2.12) obligation to such Propertyrepay all amounts owing under the Loan Documents or under the lien of any Security Instrument on the remainder of the Properties which are not reconveyed, satisfied or released. Notwithstanding Any partial prepayment shall be without prejudice to Borrower’s obligations under any provision herein Swap Agreement between Borrowers and Lender which shall remain in full force and effect subject to the contraryterms of such Swap Agreement (including provisions that may require a reduction, Lots Being Actively Developed cannot modification or early termination of a swap transaction, in whole or in part, in the event of such prepayment, and may require Borrowers to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be released from deemed a particular Subdivision until all work is completed to finish the Lot.penalty hereunder or otherwise;

Partial Releases. Borrower shall have the right be entitled to obtain partial releases of the Property Developed Lots (but not the Undeveloped Land) from the lien and security interest of the Deed of Trust upon and subject to the following terms and conditions: (a1) There shall not be a Default or No Event of Default hereunder or under any other event which, with the passage of time or the Loan Instrumentsgiving of notice, or both, would constitute an Event of Default shall have occurred which has not been waived by Lender or cured to the satisfaction of Lender; (b2) Borrower shall submit to Lender a request for The Developed Lot which is the subject of the partial release shall be sold pursuant to a Sales Contract approved by Lender, and Lender shall have received a payment equal to the Net Sales Proceeds received by or payable to Borrower from such sale of the Developed Lot. (3) Lender shall have received all such endorsements to the Title Insurance Policy which Lender deems reasonably necessary or appropriate as a Property result of such partial release, including without limitation, a partial release endorsement; and (4) Lender shall have been furnished with a legal description of the “Partial Release”) Developed Lot to be released, together with a survey or recorded plat covering the Developed Lot and delineating the portion of the Land to be released, in form and substance reasonably satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etcLender.) and the date when the Partial Release is to become effective; (c5) If required by Lender, all accrued and unpaid interest on Borrower shall be permitted to obtain releases of up to a total of five (5) Lake Lots during the principal amount term of the Loan being prepaid shall be paid at without the time such Partial Release is requested; payment of any release price to Lender as provided in subsection (b) above, subject, however, to the satisfaction of all other conditions set forth in this Section 9.1, and provided that any payment such partial release is in immediately available fundsconnection with the sale by Borrower of the Lake Lot in questiion to a home builder for the construction of a single family residence thereon (provided, received by Lender after one-thirty o’clockfurther, p.m. (1:30 p.m.), Dallas, Texas time, will that Borrower shall nott be deemed required to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal obtain Lender's consent to the Release Price as provided, and as terxx of any sales contract with such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of home builder). Borrower shall pay all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein of preparation and recordation of each such partial release, as well as the cost of each endorsement to the contraryTitle Insurance Policy which Lender deems necessary or appropriate as a result of any such partial release, at all of such time as Lender provides expenses to be included in the title company (which is closing the sale computation of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotNet Sales Proceeds.

Partial Releases. Borrower The Administrative Agent from time to time shall have the right to obtain partial releases release portions of the Property Collateral from the Liens granted under this Agreement and the other Loan Instruments qualifying for release under and subject to the following terms and conditions:conditions of subsection (a) or (b) of this Section, shall execute and deliver the documentation reasonably required to effect each such release (in such form and substance as may be acceptable to the Administrative Agent and the Majority Banks), and shall return the applicable instruments and other documents to the Borrowers or their designee, in each case subject to receipt of evidence and documentation in such form and substance as may be acceptable to the Administrative Agent and the Majority Banks, that those terms and conditions have been satisfied; provided that no Event of Default or Default then exists or could result therefrom (whether through any Pro Forma Effect or otherwise). Any and all actions under this Section shall be without any recourse to or representation or warranty by the Administrative Agent or any other Bank and shall be at the sole cost and expense of the Borrowers. (a) There shall not be a Default In the event of any sale or Event other disposition of Default hereunder any Collateral expressly permitted under Section 7.03(a) hereof or under any other term or provision of this Agreement or any other Loan Instrument, the Administrative Agent will release that item, subject to receipt by the Administrative Agent of any payment or prepayment from the Borrowers required by this Agreement or any other Loan Instruments;Instrument. (b) Borrower shall submit In the event any debtor under any indenture, agreement, note, instrument or Account Receivable pledged to Lender a request the Administrative Agent (for partial release the benefit of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description all of the Residence Banks) pursuant to be released. In additionthis Agreement shall have paid all amounts due thereunder in full and shall have complied with all other terms and conditions thereof, then, subject to receipt by the Partial Release should be accompanied with information necessary for Lender to process Administrative Agent of any payment or prepayment from the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If Borrowers required by Lenderthis Agreement or any other Loan Instrument, all accrued and unpaid interest on the principal amount of the Loan being prepaid those items shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on automatically released as Collateral from the next following business day; (d) Payment to Lender of an amount in cash equal security interests created by this Agreement, and if requested the Administrative Agent will return the applicable instruments and other documents to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotBorrowers or their designee.

Partial Releases. In the event of the sale, transfer, conveyance or other disposition (each, a "Premises/Equipment Transfer") of or a Ground Lease or Space Lease expiration or earlier termination which, in the good faith determination of the board of directors of the Borrower, should not be renewed or substituted (each, a "Lease Expiration") relating to: (i) a Fee Premises and Equipment located thereon; (ii) a Ground Lease Premises and Equipment located thereon; or (iii) a Space Leased Premises and the Equipment located thereon (in each case, a "Conveyed/Expired Premises and Equipment"), Borrower shall have the right be entitled to obtain partial releases the release of the Property Conveyed/Expired Premises and Equipment from the lien of the applicable Mortgage and security interest of the Equipment Security Agreement, UCC-1 Financing Statements and any other Loan Documents encumbering the Conveyed/Expired Premises and Equipment, as applicable, subject to satisfaction of the following terms and conditions: : (a) There shall not be a Default or no Event of Default hereunder or under any other event or condition that, with the giving of notice, the Loan Instruments; passage of time, or both, would constitute an Event of Default has occurred and is continuing at the time of such Premises/Equipment Transfer or Lease Expiration; (b) Borrower shall submit to provide Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description at least 30 days prior written notice of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; Premises/Equipment Transfer or Lease Expiration; (c) If required by Lenderif, all accrued and unpaid interest on in the principal amount case of a Premises/Equipment Transfer, as of the date of the Premises/Equipment Transfer: (x) the Pre-Unsecured Debt Corporate Fixed Charge Coverage Ratio is less than 1.90:1, and (y) the Post-Unsecured Debt Corporate Fixed Charge Coverage Rate is less than 1.20.1, each determined as of the last day of the fiscal quarter immediately preceding the date of the Premises/Equipment Transfer (the "Minimum Release Ratios"), then Borrower shall prepay the Loan being prepaid by an amount equal to at least 75% of the Net Sale Proceeds simultaneously with the Premises/Equipment Transfer (each, a "Transfer Release Prepayment") (provided that no Transfer Release Prepayment shall be paid at required if as of the time such Partial date of the Premises/Equipment Transfer the Minimum Release is requestedRatios are exceeded); provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender if, in the case of an amount in cash equal to the Release Price a Lease Expiration, as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached heretodate of the Lease Expiration, the Minimum Release Ratios are exceeded; and and (e) Payment no more than five Fee Premises and Ground Lease Premises may be subject to Lender of all reasonable costs Premises/Equipment Transfers and expenses arising Lease Expiration, in connection with any Partial Releasethe aggregate (the "Release Cap"). Notwithstanding any provision herein to In the contrary, at such time as Lender provides to the title company (which is closing the sale event of a PropertyLease Expiration involving a Ground Lease where either of the Minimum Release Ratios are not exceeded and/or the Release Cap has been exceeded, the terms of Section 9.A(7) shall apply. In the case of a “payoff” quote for Lease Expiration involving a Property being released from a MortgageSpace Lease where the Minimum Release Ratios are not exceeded, in accordance then the terms of Section 9.A(8) shall apply. Upon Borrower's compliance with the terms of this Paragraph 20Section 12, Borrower shall not be entitled to any further Disbursements under sell, transfer, convey or otherwise dispose of the Loan with respect to such Property. Notwithstanding any provision herein Premises that is subject to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish release notwithstanding the Lotlimitations or restrictions contained in the applicable Mortgage.

Partial Releases. If any Borrower shall desire to sell, transfer or otherwise convey its interest in any Property, or any portion thereof, to an unaffiliated third party, such Borrower shall have the right to obtain a partial releases release of the Property Amended and Restated First Replacement Mortgage and the Amended and Restated Cross-collateral Mortgage and the other Loan Documents encumbering such Property, or portion thereof, subject in each case to the following terms and conditions as set forth in this Paragraph 10. A partial release shall only be permitted with respect to the properties listed on Schedule II attached hereto and such properties may not be further subdivided for purposes of this Paragraph 10. In order to qualify for a partial release of the Amended and Restated First Replacement Mortgage and the Amended and Restated Cross-collateral Mortgage encumbering such Property, or portion thereof, the Borrower must satisfy all of the following conditions: (a) There As of the release date, there shall not be a Default or no Event of Default hereunder or condition or event which, with the giving of notice or the expiration of time, or both, would constitute an Event of Default under any other of the Loan InstrumentsDocuments; (b) Borrower TIAA shall submit have received, not less than 15 days prior to Lender the proposed release date (the "Release Date"), a written request for partial such release from the Borrower that owns the applicable Property, or portion thereof, which notice shall specify the Property, or portion thereof, proposed to be released and the proposed release payment pursuant to this Paragraph 10. (c) TIAA shall have received pursuant to this Paragraph 10 with respect to the requested release of the Property in question, or portion thereof, a prepayment of the First Replacement Note secured by a first mortgage on such Property (the “Partial Release”or portion thereof) in form an amount equal to the amount set forth on Schedule II attached hereto with respect to such Property (or portion thereof) plus any accrued interest on the amount of such prepayment and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance companyprepayment premium, if any, to whose attention thereon in accordance with the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount terms of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business dayFirst Replacement Note; (d) Payment to Lender of an amount in cash equal TIAA shall have received such title reports and endorsements to the Release Price title insurance policies issued in connection with the Amended and Restated First Replacement Mortgages and the Amended and Restated Cross-collateral Mortgages as provided, TIAA shall reasonably require and as such term is defined in Paragraph 18 shall be reasonably available confirming that the release of the Specific Loan Terms attached heretoProperty (or portion thereof) will not affect the title insurance issued to TIAA on the remaining Properties; (e) TIAA shall be reasonably satisfied that the release of the Property in question, or a portion thereof, will not result in a violation in any applicable legal requirements relating to the building code and zoning laws with respect to the Properties remaining as collateral for the First Replacement Notes and that the Property, or a portion thereof, to be released constitutes a separate tax lot; (f) All of TIAA's reasonable legal, title, recording and other transaction costs with respect to such requested release (including attorney fees and expenses) shall be paid by the Borrower requesting such release; and (eg) Payment to Lender If after the date hereof any entity shall guaranty all or any portion of the indebtedness evidenced by the First Replacement Notes or the Loan Documents, such guarantor shall have agreed that the release of the Property will not affect the terms of its Guaranty. Upon the satisfaction of all reasonable costs of the foregoing conditions, TIAA shall execute and expenses arising in connection with any Partial Release. Notwithstanding any provision herein deliver to the contraryapplicable Borrower on the Release Date a partial release or partial assignment (without representation or warranty by TIAA and without recourse to TIAA) of the First Replacement Mortgage and the Amended and Restated Cross-collateral Mortgage and the other Loan Documents encumbering the Property (or portion thereof) to be released, at such time partial release to cover the portion of the Property to be released as Lender provides set forth above and to be in a form reasonably satisfactory to TIAA. TIAA and each of the title company (which is closing Borrowers agree that any reference in the sale First Replacement Notes to Paragraph 12 of a Property) a “payoff” quote for a Property being released the Second Modification Agreement shall, from a Mortgageand after the date hereof, in accordance with be deemed to refer to this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lot10.

Partial Releases. Borrower shall have At any time prior to the right Maturity Date, Lender shall, at Borrower’s request, pursuant to obtain an arms‑length sale with an independent third party purchaser, issue partial releases from the lien of the Property subject Security Instrument of one or more Houses or one or more Lots which are Collateral; provided, however, that prior to or simultaneously with each such partial release all of the following terms and conditionsconditions shall be satisfied: (a) There shall not be a Default or No Event of Default hereunder shall exist, or would exist with notice or passage of time, or both, under any other of the Loan InstrumentsDocuments; (b) Lender shall have received any and all sums then due and owing under the Loan Documents and Borrower shall submit has paid to Lender a request for the Title Company or other applicable escrow agent all escrow, closing and recording costs, the costs of preparing and delivering such partial release and the cost of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the any title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effectiveendorsements required by Lender; (c) If required by LenderLender shall have received the Partial Release Price, all accrued and unpaid interest on the principal amount to be applied as a reduction of the Loan being prepaid shall be paid at the time such Partial Release is requestedoutstanding Indebtedness of this Credit Facility; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day;and (d) Payment Lender shall have received a written release satisfactory to Lender of an amount in cash equal any set aside letter, letter of credit or other form of undertaking which Lender has issued to the Release Price as providedany surety, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising Governmental Authority or any other party in connection with any Partial Release. Notwithstanding any provision herein to the contraryLots and/or the Houses, at such time as Lender provides to the title company (applicable, which is closing the sale subject matter of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower such partial release. Neither the acceptance of any payment nor the issuance of any partial release by Lender shall not be entitled affect Borrower’s obligation to any further Disbursements repay all amounts owing under the Loan with respect to such PropertyDocuments or under the lien of the Security Instrument on the remainder of the Collateral which is not released therefrom. Notwithstanding any provision herein to the contraryPartial releases of Lots or Land that are part of an A&D Project shall be governed by Article XII of this Agreement, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lotthis Section.

Partial Releases. The Borrower shall have may obtain the right to obtain partial releases release of any Mortgaged Property (the “Release Tract”) from the liens and security interests of the Property subject to Loan Documents if it satisfies the following terms and conditions: (a) There shall No Event of Default is in existence, and the release of the Release Tract will not cause there to be a Default (including under Sections 2.01 or Event of Default hereunder or under any other of 5.12 hereof). Lead Borrower will deliver to the Loan Instruments;Administrative Agent a Borrowing Base Certificate with pro forma information without the Release Tract. (b) The release will be for the complete Mortgaged Property, and not for just a portion thereof. (c) No less than fifteen (15) days prior to the date of the requested release (“Partial Release Date”), the Borrower shall submit deliver to Lender the Administrative Agent a written request for such partial release of a Property (the “Partial ReleaseRelease Request”). (d) in form The Borrower shall provide the Administrative Agent with an endorsement to the Title Insurance Policy, if required with respect to interrelated Title Insurance Policies, and substance satisfactory such other documents as may be reasonably required by the Administrative Agent, to Lender together with a lot confirm that the liens and block description security interests of the Residence to be released. In addition, Loan Documents remain valid and prior liens against the Partial Release should be accompanied Mortgaged Properties (the “Remaining Projects”). (e) The Borrower shall pay all costs and expenses incurred by the Administrative Agent in connection with information necessary for Lender to process the such Partial Release, including the name including, without limitation, reasonable attorneys’ fees, recording fees and address any title policy endorsement fees. (f) The Administrative Agent shall have received satisfactory evidence that each of the title insurance companyRemaining Projects which is adjoining or which shares access or easements with the Release Tract, if any, has adequate access and joint use easements, that there are no encroachments from or on to whose attention the Release Tract, and that there is no inability to use required facilities or amenities, which evidence may be provided by a Current Survey of the affected Remaining Projects. Subject to the satisfaction of the provisions of this Section, any Borrower owning the Release Tract which has no other ownership interest in any of the Remaining Projects, will be released from further payment and performance of the Loans on the Partial Release should be directedDate, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements other than obligations under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotEnvironmental Indemnity.

Partial Releases. Borrower The Lender from time to time shall have the right to obtain partial releases release portions of the Property Collateral from the liens and security interests granted under this Agreement and the other Loan Instruments qualifying for release under (and subject to the following terms and conditions: conditions of) subsection [(a) There or (b)] of this Section, shall not execute and deliver the documentation reasonably required to effect each such release (in such form and substance as may be a acceptable to the Lender), all upon the terms and provisions and subject to the conditions of the subsections of this Section, in each case subject to receipt of evidence and documentation in such form and substance as may be acceptable to the Lender that those terms and conditions have been satisfied; provided that no Default or Event of Default hereunder then exists or could result therefrom (whether through any Pro Forma Effect or otherwise), unless, after giving effect to the consummation of the transaction for which the release was requested and the application of the net cash proceeds thereof, if any, toward the prepayment of the Obligations, the default or other event shall cease to exist. Any and all actions under this Section shall be without any other recourse to or representation or warranty by the Lender and shall be at the sole cost and expense of the Loan Instruments;Parties. (a) In the event of any sale or other disposition of any Collateral expressly permitted under Section 7.03(a) hereof or any other term or provision of this Agreement or any other Loan Instrument, the Lender will release that item, subject to receipt by the Lender of any payment or prepayment from any Loan Party required by this Agreement or any other Loan Instrument. (b) Borrower In the event any debtor under any indenture, agreement, note, instrument or account receivable pledged to the Lender pursuant to this Agreement shall submit to Lender a request for partial release of a Property (the “Partial Release”) have paid all amounts due thereunder in form full and substance satisfactory to Lender together shall have complied with a lot all other terms and block description of the Residence to be released. In additionconditions thereof, the Partial Release should be accompanied with information necessary for Lender will release that item and if requested return the applicable instruments and other documents to process the Partial Releaseapplicable Loan Party or its designee, including subject to receipt by the name and address Lender of any payment or prepayment from the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective; (c) If Loan Parties required by Lender, all accrued and unpaid interest on the principal amount of the this Agreement or any other Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day; (d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and (e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the LotInstrument.