Common use of Release of Projects Clause in Contracts

Release of Projects. At any time following the Closing Date a Borrower on one or more occasions may obtain, and the Administrative Agent shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed of Trust (and related Loan Documents) thereon and the release of the Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M., New York City time, at least ten (10) days prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower that the proposed release complies with all of the conditions set forth in this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute and deliver to the Borrower for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any; (ii) The Borrower shall remit to the Administrative Agent an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower shall pay to the Administrative Agent all sums, including, but not limited to, interest payments and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of such Project is being made upon the sale of the Project to a purchaser not affiliated with the Borrower pursuant to an arm’s length sale transaction; (v) Immediately prior to such release, the Debt Service Coverage Ratio as calculated for all of the Projects then securing the Loans other than the Project proposed to be released (and assuming for purposes of the calculation of the DSCR Debt Service that the principal of the Loans shall have been reduced by the principal amount payable with respect to the Project to be released in accordance with clause (ii) of this Section 2.09(a) but taking into account any Unused Commitments, if any (including any reductions of Subsequent Funding Commitments pursuant to Section 2.11) unless they have expired) shall be equal to or greater than 1.35-to-1.00; (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,000. (vii) No Default or Event of Default exists at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); and (viii) The Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursements, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority of the Liens in favor of the Lenders on the Projects not being released and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).

Release of Projects. At any time following the Closing Date a Date, the Borrower on one or more occasions may obtain, and the Administrative Agent shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed of Trust (and related Loan Documents) thereon and the release of the Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M., New York City time, at least ten (10) days prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower that the proposed release complies with all of the conditions set forth in this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute and deliver to the Borrower for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any; (ii) The Borrower shall remit to the Administrative Agent an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower shall pay to the Administrative Agent all sums, including, but not limited to, interest payments and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of such Project is being made upon the sale of the Project to a purchaser not affiliated with the Borrower pursuant to an arm’s length sale transaction; (v) Immediately prior to such release, the Debt Service Coverage Ratio as calculated for all of the Projects then securing the Loans other than the Project proposed to be released (and assuming for purposes of the calculation of the DSCR Debt Service that the principal of the Loans shall have been reduced by the principal amount payable with respect to the Project to be released in accordance with clause (ii) of this Section 2.09(a) but taking into account any Unused Commitments, if any (including any reductions of Subsequent Funding Commitments pursuant to Section 2.11) unless they have expired)) shall be equal to or greater than 1.35-to-1.00; (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,000250,000,000. (vii) No Default or Event of Default exists at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); and (viii) The Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursements, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority of the Liens in favor of the Lenders on the Projects not being released and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).

Release of Projects. At any time following the Closing Date a Date, the Borrower on one or more occasions may obtain, and the Administrative Agent shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed Deeds of Trust (and related Loan Documents) thereon and the release of the Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M., New York City time, at least ten (10) days prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower that the proposed release complies with all of the conditions set forth in this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute and deliver to the Borrower for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any; (ii) The Borrower shall remit to the Administrative Agent an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower shall pay to the Administrative Agent all sums, including, but not limited to, interest payments and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed Deeds of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of such Project is being made upon the sale of the Project to a purchaser not affiliated with the Borrower pursuant to an arm’s length sale transaction[Reserved]; (v) Immediately prior to such release, the Debt Service Coverage Ratio as calculated for all of the Projects then securing the Loans other than the Project proposed to be released (and assuming for purposes of the calculation of the DSCR Debt Service that the principal of the Loans shall have been reduced by the principal amount payable with respect to the Project to be released in accordance with clause (ii) of this Section 2.09(a) but taking into account any Unused Commitments, if any (including any reductions of Subsequent Funding Commitments pursuant to Section 2.11) unless they have expired)) shall be equal to or greater than 1.351.50-to-1.00; (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,00085,000,000. (vii) No Default or Event of Default exists at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); and (viii) The Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursements, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority of the Liens in favor of the Lenders on the Projects not being released and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).

Release of Projects. At any time following the Closing Date a Date, the Borrower on one or more occasions may obtain, and the Administrative Agent shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed Deeds of Trust (and related Loan Documents) thereon and the release of the Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M., New York City time, at least ten (10) days prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower that the proposed release complies with all of the conditions set forth in this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute and deliver to the Borrower for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any; (ii) The Borrower shall remit to the Administrative Agent an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower shall pay to the Administrative Agent all sums, including, but not limited to, interest payments and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed Deeds of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of such Project is being made upon the sale of the Project to a purchaser not affiliated with the Borrower pursuant to an arm’s length sale transaction[Reserved]; (v) Immediately prior to such release, the Debt Service Coverage Ratio as calculated for all of the Projects then securing the Loans other than the Project proposed to be released (and assuming for purposes of the calculation of the DSCR Debt Service that the principal of the Loans shall have been reduced by the principal amount payable with respect to the Project to be released in accordance with clause (ii) of this Section 2.09(a) but taking into account any Unused Commitments, if any (including any reductions of Subsequent Funding Commitments pursuant to Section 2.11) unless they have expired)) shall be equal to or greater than 1.351.50-to-1.00; (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,000130,000,000. (vii) No Default or Event of Default exists at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); and (viii) The Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursements, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority of the Liens in favor of the Lenders on the Projects not being released and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).

Release of Projects. At any time following the Closing Date a Date, the Borrower on one or more occasions may obtain, and the Administrative Agent shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed Deeds of Trust (and related Loan Documents) thereon and the release of the Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M., New York City time, at least ten (10) days prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower that the proposed release complies with all of the conditions set forth in this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute and deliver to the Borrower for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any; (ii) The Borrower shall remit to the Administrative Agent an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower shall pay to the Administrative Agent all sums, including, but not limited to, interest payments and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed Deeds of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of such Project is being made upon the sale of the Project to a purchaser not affiliated with the Borrower pursuant to an arm’s length sale transaction[Reserved]; (v) Immediately prior to such release, the Debt Service Coverage Ratio as calculated for all of the Projects then securing the Loans (inclusive of the Westwood Place Project unless it is the project to be released) other than the Project proposed to be released (and assuming for purposes of the calculation of the DSCR Debt Service that the principal of the Loans shall have been reduced by the principal amount payable with respect to the Project to be released in accordance with clause (ii) of this Section 2.09(a) but taking into account any Unused Commitments, if any (including any reductions of Subsequent Funding Commitments pursuant to Section 2.11) unless they have expired)) shall be equal to or greater than 1.351.50-to-1.00; (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,000.212,500,000; (vii) No Default or Event of Default exists at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); and (viii) The Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursements, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority of the Liens in favor of the Lenders on the Projects and the Westwood Place Project not being released and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).

Release of Projects. At any time following the Closing Date a Date, the Borrower on one or more occasions may obtain, and the Administrative Agent Agent, on behalf of the Lenders, shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed of Trust (and related Loan Documents) thereon and the release of the Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M., New York City time, at least ten (10) days (except as provided below) prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower that the proposed release complies with all of the conditions set forth in this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute on behalf of the Lenders and deliver to the Borrower for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any. Notwithstanding the foregoing, if the Appraisals or updates of Appraisals of the Projects obtained in connection with the closing of the Loans or obtained in accordance with the provisions of the Loan Documents were obtained more than six (6) months prior to the date of the proposed release, then the Borrower shall provide Administrative Agent with its notice of election to obtain such release at least forty-five (45) days prior to the proposed release and upon receipt of such notice, Administrative Agent shall promptly inform the Lenders of such notice and if required by the Required Lenders within ten (10) days of receipt of the notice of the proposed release, order and thereafter obtain new Appraisals or updated Appraisals for the Projects (other than the Project proposed to be released) and notify the Borrower within such ten (10) day period of the election of the Required Lenders to obtain such new Appraisals or updated Appraisals. Such Appraisals or updated Appraisals shall be at Borrower’s sole cost and expense and shall be used to determine the Appraised Values of the Projects for purposes of calculating the Loan-to-Value Ratio as set forth in clause (v) below); (ii) The Borrower shall remit to the Administrative Agent for the account of the Lenders an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower shall pay to the Administrative Agent for the account of the Lenders all sums, including, but not limited to, interest payments and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of After giving effect to such Project is being made upon the sale of the Project to a purchaser not affiliated with release, the Borrower pursuant shall be in compliance with all covenants relating to an arm’s length sale transactionits status as a Limited Purpose Entity (which condition must be satisfied and confirmed in the certification referred to in clause (i) above); (v) Immediately prior to following such release, release the Debt Service Coverage Loan-To-Value Ratio as calculated for all of the Projects based on the Appraised Values for such Projects set forth in the most recent Appraisals or updated Appraisals obtained for the Projects (other than the Project proposed to be released), then securing the Loans other than the Project proposed to be released (and assuming for purposes of the such calculation of the DSCR Debt Service that the principal of the Loans Outstanding Principal Amount shall have been reduced by the principal amount payable with respect to the Project to be released in accordance with clause (ii) of this Section 2.09(a)), shall not exceed sixty percent (60%); provided, however, in the event that the required Loan-to-Value Ratio is not met, then Borrower may, in order to satisfy the condition in this clause, pay down the Outstanding Principal Balance of the Loans in an amount such that the required Loan-to-Value Ratio is achieved (subject to the provisions of Section 2.06(a)(i) but taking into account any Unused Commitmentsand Section 5.05, if any (including any reductions as supplemented by the provisions of Subsequent Funding Commitments pursuant to Section 2.11) unless they have expired) shall be equal to or greater than 1.35-to-1.002.06(b)); (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,000.200,000,000; (vii) No Default or Event of Default exists at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); and (viii) The Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursements, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority and coverage of the Liens in favor of the Lenders on the Projects not being released and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).

Release of Projects. At any time following the Closing Date a Date, the Borrower on one or more occasions may obtain, and the Administrative Agent shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed Deeds of Trust (and related Loan Documents) thereon and the release of the Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M., New York City time, at least ten (10) days prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower that the proposed release complies with all of the conditions set forth in this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute and deliver to the Borrower for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any; (ii) The Borrower shall remit to the Administrative Agent an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower shall pay to the Administrative Agent all sums, including, but not limited to, interest payments and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed Deeds of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of such Project is being made upon the sale of the Project to a purchaser not affiliated with the Borrower pursuant to an arm’s length sale transaction[Reserved]; (v) Immediately prior to such release, the Debt Service Coverage Ratio as calculated for all of the Projects then securing the Loans other than the Project proposed to be released (and assuming for purposes of the calculation of the DSCR Debt Service that the principal of the Loans shall have been reduced by the principal amount payable with respect to the Project to be released in accordance with clause (ii) of this Section 2.09(a) but taking into account any Unused Commitments, if any (including any reductions of Subsequent Funding Commitments pursuant to Section 2.11) unless they have expired)) shall be equal to or greater than 1.351.50-to-1.00; (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,00075,000,000. (vii) No Default or Event of Default exists at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); and (viii) The Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursements, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority of the Liens in favor of the Lenders on the Projects not being released and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).

Release of Projects. At any time following the Closing Date a Date, the Borrower on one or more occasions may obtain, and the Administrative Agent shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed Deeds of Trust (and related Loan Documents) thereon and the release of the Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M., New York City time, at least ten (10) days prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower that the proposed release complies with all of the conditions set forth in this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute and deliver to the Borrower for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any; (ii) The Borrower shall remit to the Administrative Agent an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower shall pay to the Administrative Agent all sums, including, but not limited to, interest payments and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed Deeds of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of such Project is being made upon the sale of the Project to a purchaser not affiliated with the Borrower pursuant to an arm’s length sale transaction[Reserved]; (v) Immediately prior to such release, the Debt Service Coverage Ratio as calculated for all of the Projects then securing the Loans other than the Project proposed to be released (and assuming for purposes of the calculation of the DSCR Debt Service that the principal of the Loans shall have been reduced by the principal amount payable with respect to the Project to be released in accordance with clause (ii) of this Section 2.09(a) but taking into account any Unused Commitments, if any (including any reductions of Subsequent Funding Commitments pursuant to Section 2.11) unless they have expired)) shall be equal to or greater than 1.351.50-to-1.00; (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,000212,500,000. (vii) No Default or Event of Default exists at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); and (viii) The Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursements, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority of the Liens in favor of the Lenders on the Projects not being released and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).

Release of Projects. At any time following the Closing Date a Date, the Borrower on one or more occasions may obtain, and the Administrative Agent Agent, on behalf of the Lenders, shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed of Trust (and related Loan Documents) thereon and the release of the Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M.p.m., New York City California time, at least ten (10) days (except as provided below) prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower that the proposed release complies with all of the conditions set forth in clauses (iv), (v) (which may be based on the Appraised Values of the Projects shown in the Appraisals), (vi), (vii) and (viii) of this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute on behalf of the Lenders and deliver to the Borrower for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any. Notwithstanding the foregoing, if the Appraisals or updates of Appraisals of the Projects obtained in connection with the closing of the Loans or obtained in accordance with the provisions of the Loan Documents were obtained more than ninety (90) days prior to the date of the proposed release, then the Borrower shall provide an initial notice to Administrative Agent at least forty-five (45) days prior to the proposed release requesting that the Administrative Agent order updated Appraisals and, upon receipt of such notice, Administrative Agent shall order and thereafter obtain updated Appraisals for the Projects (other than the Project proposed to be released). Such updated Appraisals shall be at Borrower’s sole cost and expense and shall be used to determine the Appraised Values of the Projects for purposes of calculating the Loan-to-Value Ratio as set forth in clause (v) below; (ii) The Borrower shall remit to the Administrative Agent for the account of the Lenders an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower shall pay to the Administrative Agent for the account of the Lenders all sums, including, but not limited to, interest payments (including any Additional Interest that is then due and payable under a Wxxxx Fargo Hedge Agreement) and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of After giving effect to such Project is being made upon the sale of the Project to a purchaser not affiliated with release, the Borrower pursuant shall be in compliance with all covenants relating to an arm’s length sale transactionits status as a Limited Purpose Entity (which condition must be satisfied and confirmed in the certification referred to in clause (i) above); (v) Immediately prior to following such release, release the Debt Service Coverage Loan-To-Value Ratio as calculated for all of the Projects then securing the Loans other than the Project Project(s) proposed to be released based on the Appraised Values for such Projects set forth in the most recent Appraisals or updated Appraisals obtained for such Projects (and assuming for purposes of the such calculation of the DSCR Debt Service that the principal of the Loans Outstanding Principal Amount shall have been reduced by the principal amount payable with respect to the Project Project(s) to be released in accordance with clause (ii) of this Section 2.09(a) but taking into account any Unused Commitmentsand the principal amount payable pursuant to the proviso of this clause (v), if any applicable), shall not exceed sixty-five percent (including any reductions 65%); provided, however, in the event that the required Loan-to-Value Ratio is not met, then Borrower may, in order to satisfy the condition in this clause, pay down the Outstanding Principal Balance of Subsequent Funding Commitments pursuant the Loans in an amount such that the required Loan-to-Value Ratio is achieved (subject to the provisions of Section 2.112.06(a)(i), Section 2.06(a)(ii) unless they have expired) shall be equal to or greater than 1.35-to-1.00and Section 5.05, as supplemented by the provisions of Section 2.06(b)); (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,000.250,000,000; (vii) No Default or Event of Default exists at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); (viii) After giving effect to such release there shall be at least four (4) Projects remaining as collateral for the Loans and subject to the Liens of the Security Documents (unless the Loans are fully repaid); and (viiiix) The Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursementsdisbursements of outside counsel, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority and coverage of the Liens in favor of the Lenders on the Projects not being released released, actual swap breakage costs payable with respect to a Wxxxx Fargo Hedge Agreement, if applicable, and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).

Release of Projects. At any time following the Closing Date a Date, the Borrower or Co-Borrower on one or more occasions may obtain, and the Administrative Agent shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed Deeds of Trust (and related Loan Documents) thereon and the release of the Borrower’s and Co-Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower or Co-Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M., New York City time, at least ten (10) days prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower or Co-Borrower that the proposed release complies with all of the conditions set forth in this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute and deliver to the Borrower or Co-Borrower, as applicable, for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower or Co-Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower or Co-Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower or Co-Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any; (ii) The Borrower or Co-Borrower shall remit to the Administrative Agent an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower or Co-Borrower shall pay to the Administrative Agent all sums, including, but not limited to, interest payments and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed Deeds of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of such Project is being made upon the sale of the Project to a purchaser not affiliated with the Borrower pursuant to an arm’s length sale transaction[Reserved]; (v) Immediately prior to such release, the Debt Service Coverage Ratio as calculated for all of the Projects then securing the Loans other than the Project proposed to be released (and assuming for purposes of the calculation of the DSCR Debt Service that the principal of the Loans shall have been reduced by the principal amount payable with respect to the Project to be released in accordance with clause (ii) of this Section 2.09(a) but taking into account any Unused Commitments, if any (including any reductions of Subsequent Funding Commitments pursuant to Section 2.11) unless they have expired)) shall be equal to or greater than 1.351.50-to-1.00; (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,00055,000,000 plus fifty percent (50%) of the amount theretofore advanced pursuant to Section 2.11. (vii) No Default or Event of Default exists at the time of the Borrower’s or Co-Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); and (viii) The Borrower or Co-Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursements, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority of the Liens in favor of the Lenders on the Projects not being released and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).

Release of Projects. At any time following the Closing Date a Date, the Borrower on one or more occasions may obtain, and the Administrative Agent shall take such actions as are necessary to effectuate pursuant to this Section 2.09(a), the release of the entirety of any Project owned by it from the Lien of the applicable Deed Deeds of Trust (and related Loan Documents) thereon and the release of the Borrower’s obligations under the Loan Documents with respect to such Project (other than those which expressly survive repayment, including, but not limited to, those set forth in the Environmental Indemnity), upon satisfaction of each of the following conditions: (i) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 3:00 P.M., New York City time, at least ten (10) days prior to the date of the proposed release, written notice of its election to obtain such release (which notice shall include a certification by an Authorized Officer of the Borrower that the proposed release complies with all of the conditions set forth in this Section 2.09(a)), together with the form or forms for a release of Lien and related Loan Documents (or, in the case of a Deed of Trust, a request for reconveyance) for such Project for execution by the Administrative Agent, which the Administrative Agent shall execute and deliver to the Borrower for recordation upon satisfaction of all conditions set forth in this Section 2.09(a). Such release shall be in a form appropriate in each jurisdiction in which the applicable Project is located and reasonably satisfactory to the Administrative Agent and its counsel. Any notice of a proposed release of a Project pursuant to this Section 2.09(a) may be revoked (or the date proposed for such release may be postponed) by a further written notice (which may be delivered by the Borrower by facsimile to the Administrative Agent). Any notice revoking a proposed release (or postponing the date for a proposed release) shall be delivered not less than one (1) Business Day prior to the date of such release specified in the notice of release; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Business Days of the Interest Period for any Eurodollar Loan, and provided that the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate Loan pursuant to Section 2.05, the Borrower acknowledges that the losses, costs and expenses for which the Borrower shall be responsible under Section 5.05(b) shall include applicable Rollover Breakage Costs, if any; (ii) The Borrower shall remit to the Administrative Agent an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount may be adjusted pursuant to Section 2.11(i) hereof) for the applicable Project (for application to the principal balance of the Loans), plus any applicable prepayment premium payable in connection with such prepayment pursuant to clause (ii) of Section 2.06(a). The minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall not apply to a prepayment of the Loans made in accordance with this Section 2.09(a); (iii) The Borrower shall pay to the Administrative Agent all sums, including, but not limited to, interest payments and principal payments, if any, that are then due and payable under the Notes, this Agreement, the applicable Deed Deeds of Trust and the other Loan Documents, and all costs due pursuant to Section 5.05 and clause (viii) of this Section 2.09(a) (it being agreed that accrued interest on the principal amount to be paid pursuant to clause (ii) of this Section 2.09(a) shall not be due and payable in connection with such release (unless such accrued interest is otherwise due and payable), but shall be due and payable on the next Payment Date); (iv) The release of such Project is being made upon the sale of the Project to a purchaser not affiliated with the Borrower pursuant to an arm’s length sale transaction[Reserved]; (v) Immediately prior to such release, the Debt Service Coverage Ratio as calculated for all of the Projects then securing the Loans other than the Project proposed to be released (and assuming for purposes of the calculation of the DSCR Debt Service that the principal of the Loans shall have been reduced by the principal amount payable with respect to the Project to be released in accordance with clause (ii) of this Section 2.09(a) but taking into account any Unused Commitments, if any (including any reductions of Subsequent Funding Commitments pursuant to Section 2.11) unless they have expired)) shall be equal to or greater than 1.351.50-to-1.00; (vi) After giving effect to such release and the payment of principal required to be made in connection therewith, the Outstanding Principal Amount of the Loans plus any remaining Unused Commitments (unless the Loans shall be repaid in full) shall not be less than $175,000,000107,500,000. (vii) No Default or Event of Default exists at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or Event of Default that would be cured by effectuating such release); and (viii) The Borrower shall pay all costs and expenses (including, but not limited to, reasonable legal fees and disbursements, escrow and trustee fees, costs for title insurance endorsements required by the Administrative Agent to confirm the continued priority of the Liens in favor of the Lenders on the Projects not being released and other out-of-pocket costs and expenses) incurred by the Administrative Agent in connection with such release. It is understood and agreed that no such release shall impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent or the Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Projects subject to the Loan Documents not being released).