Common use of Releases of Collateral Clause in Contracts

Releases of Collateral. (a) At the request of Borrower, which request shall be delivered to Administrative Agent in writing not less than thirty (30) days prior to the date of any proposed release, Administrative Agent shall promptly issue a release from the lien of the Deed of Trust a portion of the Property encumbered thereby (a “Release Pad”) so long as all of the following conditions are satisfied at the time of, and with respect to, the release: (i) No Default or Potential Default has occurred and is continuing. (ii) The Release Pad and the portion of the Property to remain subject to the lien of the Deed of Trust shall each constitute one or more legal lots which may be legally conveyed in accordance with applicable law. (iii) The release of the Release Pad will not result in (and the Release Pad shall be subject to such reciprocal easement agreements or other agreements to prevent) the loss by the portion of the Property which remains subject to the lien of the Deed of Trust of reasonable access to a public street, the use of necessary easements or utilities, or any parking availability which is reasonably necessary for the use and operation of such remaining Property for its intended purpose. (iv) Administrative Agent has been paid, in immediately available funds, the cost of preparing and delivering the release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available), and Administrative Agent has been paid, in immediately available funds (which funds may be Borrower’s own funds and not necessarily proceeds from the sale or other transfer of the applicable Property), for the ratable benefit of Lenders, the Release Price for the Release Pad. (b) Any Release Price received by Administrative Agent under this Section 9.29 shall be applied to reduce the outstanding principal balance of the Loan. If Administrative Agent accepts any payment or issues any release, that shall not affect Borrower’s obligation to repay all amounts which are owing under the Loan Documents or secured by the Deed of Trust on the remaining Property which is not released or reconveyed. If Administrative Agent does not require satisfaction of all of the conditions described above before releasing a Release Pad from the lien of the Deed of Trust, that alone shall not be a waiver of such conditions with respect to the release of any additional Property, and Administrative Agent reserves the right to require their satisfaction in full before releasing any additional Property from the lien of the Deed of Trust.

Releases of Collateral. (a) At the request of Borrower, which request shall be delivered to Administrative Agent in writing not less than thirty (30) days prior to the date of any proposed release, Administrative Agent shall promptly issue a release from the lien of the applicable Deed of Trust a portion of either the 00xx Xxxxxx Property or the Clay Street Property encumbered thereby (a “Release PadParcel”) so long as all of the following conditions are satisfied at the time of, and with respect to, the release: (i) No Default or Potential Default has occurred and is continuing. (ii) Required Lenders consent to such release and shall have obtained all required credit and other approvals to grant such consent. (iii) The Release Pad Parcel and the portion of the Property to remain subject to the lien of the Deed Deeds of Trust shall each constitute one or more legal lots which may be legally conveyed in accordance with applicable law. (iiiiv) The release of the Release Pad Parcel will not result in (and the Release Pad Parcel shall be subject to such reciprocal easement agreements or other agreements to prevent) the loss by the portion of the Property which remains subject to the lien of the Deed Deeds of Trust of reasonable access to a public street, the use of necessary easements or utilities, or any parking availability which is reasonably necessary for the use and operation of such remaining Property for its intended purpose. (ivv) Administrative Agent has been paid, in immediately available funds, the cost of preparing and delivering the release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available), and Administrative Agent has been paid, in immediately available funds (which funds may be Borrower’s own funds and not necessarily proceeds from the sale or other transfer of the applicable Property), for application to the ratable benefit outstanding principal balance of the Loan, an amount satisfactory to the Required Lenders. (vi) Administrative Agent has been paid, in immediately available funds, all fees and expenses relating to the preparation and review the appraisal required under Section 9.29(a)(vii), the Release Price cost of preparing and delivering the release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available). (vii) Receipt by Administrative Agent of a new appraisal for the Release PadProperty, prepared at Borrower’s sole cost and expense, which appraisal shall comply with the provisions of Section 4.16. (b) Any Release Price amounts received by Administrative Agent under this Section 9.29 9.29(a)(v) shall be applied to reduce the outstanding principal balance of the Loan. If Administrative Agent accepts any payment or issues any release, that shall not affect Borrower’s obligation to repay all amounts which are owing under the Loan Documents or secured by the Deed Deeds of Trust on the remaining Property which is not released or reconveyed. If Administrative Agent does not require satisfaction of all of the conditions described above before releasing a Release Pad from the lien of the Deed of Trust, that alone shall not be a waiver of such conditions with respect to the release of any additional Property, and Administrative Agent reserves the right to require their satisfaction in full before releasing any additional Property from the lien of the Deed of Trust.

Releases of Collateral. (a) At Upon the written request of Borrower, which request shall be delivered to Administrative Agent in writing not less than thirty (30) days prior to the date Borrower as long as no Default or Event of any proposed releaseDefault exists, Administrative Agent shall promptly issue may release a release Borrowing Base Property (other than Wyndham Palm Springs and Wyndham St. Xxxxxxx) from the lien Borrowing Base; provided that Administrative Agent shall have no obligation to release any such Borrowing Base Property without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Deed Borrowing Base without such Borrowing Base Property, but including any new Property admitted to the Borrowing Base, if any, and a Compliance Certificate setting forth in reasonable detail the calculations required to show that the Loan Parties are in compliance with the terms of Trust a portion this Agreement after the release of such Borrowing Base Property and the addition of any such new Borrowing Base Property, in each case as of the Property encumbered thereby (a “Release Pad”) so long as all of the following conditions are satisfied at the time of, and with respect to, the release: (i) No Default or Potential Default has occurred and is continuing. (ii) The Release Pad and the portion of the Property to remain subject to the lien of the Deed of Trust shall each constitute one or more legal lots which may be legally conveyed in accordance with applicable law. (iii) The release of the Release Pad will not result in (and the Release Pad shall be subject to such reciprocal easement agreements or other agreements to prevent) the loss by the portion of the Property which remains subject to the lien of the Deed of Trust of reasonable access to a public street, the use of necessary easements or utilities, or any parking availability which is reasonably necessary for the use and operation day of such remaining Property for its intended purpose. (iv) Administrative Agent has been paid, in immediately available funds, the cost of preparing and delivering the release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available), and Administrative Agent has been paid, in immediately available funds (which funds may be Borrower’s own funds and not necessarily proceeds from the sale or other transfer of the applicable Property), for the ratable benefit of Lenders, the Release Price for the Release Padafter giving effect thereto. (b) Any Release Price received by Upon the written request of Borrower as long as no Default or Event of Default exists, Administrative Agent under this Section 9.29 may partially release a portion of a Borrowing Base Property consisting of vacant land that is ancillary to the operation of such Borrowing Base Property or otherwise, in Administrative Agent’s determination, immaterial to the operation of such Borrowing Base Property; provided that Borrower shall be applied deliver to reduce the outstanding principal balance Administrative Agent a new Acceptable Appraisal of the Loan. If remaining portion of such Borrowing Base Property and/or other information reasonably satisfactory to Administrative Agent accepts in order to determine the effect, if any, on the Borrowing Base after giving effect to such partial release. (c) Administrative Agent shall not release any payment Collateral or issues any portion of any Collateral unless, after giving effect to any such release (i) no Default or Event of Default exists, (ii) the Borrowing Base equals or exceeds $75,000,000 after giving effect to such release, that shall not affect Borrower’s obligation and (iii) there are at least six (6) Borrowing Base Properties remaining in the Borrowing Base after giving effect to repay all amounts which are owing under the Loan Documents or secured by the Deed of Trust on the remaining Property which is not released or reconveyed. If Administrative Agent does not require satisfaction of all of the conditions described above before releasing a Release Pad from the lien of the Deed of Trust, that alone shall not be a waiver of such conditions with respect to the release of any additional Property, and Administrative Agent reserves the right to require their satisfaction in full before releasing any additional Property from the lien of the Deed of Trustrelease.

Releases of Collateral. (a) At Lender may release, regardless of consideration, the request obligation of Borrowerany Person or Persons liable for payment of any of the Obligations secured hereby, which request shall be delivered or may release any part of the Mortgaged Property or any other collateral now or hereafter given to Administrative Agent in writing not less than secure the payment of the Obligations or any part thereof, without impairing, reducing or affecting the obligations of Borrower under the Loan Documents, the remainder of the security of this Mortgage or the priority of the rights created by this Mortgage. (b) Within thirty (30) days prior to of Mortgagor's request, provided: (i) Mortgagor is not in default hereunder or under any other Loan Document(s); and (ii) no event has occurred which with the date passage of time and/or the giving of notice would constitute a default hereunder or under any proposed releaseother Loan Document(s), Administrative Agent Mortgagee shall promptly issue a release portions of the Mortgaged Property from the lien of created by the Deed of Trust a portion of the Property encumbered thereby Mortgage (a “Release Pad”"Released Property") so long as all of the following conditions are satisfied at the time of, and with respect subject to, the release: : (i) No Default or Potential Default has occurred Mortgagor's payment to Mortgagee of the Release Price (as hereinafter defined) for the Released Property and is continuing. (ii) The Release Pad and Mortgagor's delivery to Mortgagee of documentation evidencing an arms length transaction for the portion sale of the Property to remain subject to the lien of the Deed of Trust shall each constitute one or more legal lots which may be legally conveyed in accordance with applicable law. (iii) Released Property. The release of the Release Pad will not result in (and the Release Pad shall be subject to such reciprocal easement agreements or other agreements to prevent) the loss by the portion of the Property which remains subject to the lien of the Deed of Trust of reasonable access to a public street, the use of necessary easements or utilities, or any parking availability which is reasonably necessary for the use and operation of such remaining Property for its intended purpose. (iv) Administrative Agent has been paid, in immediately available funds, the cost of preparing and delivering the release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available), and Administrative Agent has been paid, in immediately available funds (which funds may be Borrower’s own funds and not necessarily proceeds from the sale or other transfer of the applicable Property), for the ratable benefit of Lenders, the Release Price for the Release Pad. (b) Any Release Price received by Administrative Agent under this Section 9.29 Released Property shall be applied equal to reduce the outstanding principal balance greater of: (i) eighty percent (80%) of the Loan. If Administrative Agent accepts any payment or issues any release, that shall not affect Borrower’s obligation to repay all amounts which are owing under the Loan Documents or secured by the Deed of Trust on the remaining Property which is not released or reconveyed. If Administrative Agent does not require satisfaction of all net sale price of the conditions described above before releasing a Release Pad from the lien Released Property (subject to reasonable and customary closing adjustments and sales commissions [to be approved by Lender in Lender's reasonable discretion]); (ii) seventy-five percent (75%) of the Deed gross sale price of Trust, that alone shall not be a waiver of such conditions with respect to the Released Property; and (iii) the release of any additional Property, amounts designated for the Released Property on Schedule F attached hereto and Administrative Agent reserves the right to require their satisfaction in full before releasing any additional Property from the lien of the Deed of Trustmade a part hereof.

Releases of Collateral. In connection with the proposed sale, assignment, transfer, or other disposition of any Collateral by any Company (an "Asset Sale"), the Borrower, on behalf of such selling Company, shall deliver a Release Notice to the Collateral Agent, the Revolver Agent and the Term Agent. If (a) At the request Collateral Agent receives a Release Consent relative to such Release Notice within fifteen (15) Business Days after, the delivery of Borrowersuch Release Notice, or (b) within fifteen (15) Business Days after the delivery of such Release Notice, the Collateral Agent shall not have received a written objection from either the Revolver Agent or the Term Agent stating that the selling Borrower is not entitled under the terms of the Revolving Credit Agreement or the Term Loan Agreement, as the case may be, to obtain the release of the Collateral specified in the Release Notice, then, in either event, the Collateral Agent shall provide for the release of the Liens with respect to such Collateral to the extent requested by the Borrower in the Release Notice, provided, however, that the effective delivery of any releases provided under this Section 2.4 shall be expressly conditioned upon the consummation of the Asset Sale to which the Release Notice relates. If, however, the Collateral Agent receives a timely written objection from the Revolver Agent or the Term Agent, the Collateral Agent may not release the Liens with respect to such Collateral, and the Collateral Agent may not take any actions requested of it by the Borrower until such objection shall be withdrawn in writing by the Revolver Agent or the Term Agent, as the case may be, or until five (5) Business Days after the Collateral Agent shall have received an order of a court of competent jurisdiction, which request shall be final and no longer subject to appeal, directing it to release the Liens of the Collateral Agent with respect to such Collateral; provided, however, that, notwithstanding the foregoing, such selling Company shall not be entitled to such release, and the Collateral Agent shall not effect such release, without the prior written consent of the Revolver Agent, the Term Agent and the Required Percentage of each Class of Master Debt then outstanding if, at the time such release would otherwise be effected by the Collateral Agent, the Collateral Agent is in receipt of a Notice of Event of Default (whether given prior to or after the delivery by the Borrower or such selling Company of the Release Notice to which such release is related) for which no Withdrawal Notice withdrawing the same has been received by the Collateral Agent. Upon consummation of the Asset Sale for which a release of Liens is granted hereunder, (i) all cash Proceeds received by or owing to any Company from the sale of such released Collateral shall be immediately turned over to the Collateral Agent, together with any necessary endorsements or instruments of assignment or transfer, for deposit in the Collateral Account and distribution in accordance with the provisions of Section 4.4 hereof, and (ii) all non-cash Proceeds received by or owing to any Company from the sale of such released Collateral shall be immediately pledged to the Collateral Agent for the benefit of the Lenders pursuant to an appropriate Security Document (and, to the extent constituting instruments, securities or other property as to which perfection of the Collateral Agent's Lien thereon is established by possession pursuant to the UCC, turned over to the Collateral Agent, together with any necessary endorsements or instruments of assignment or transfer) to be held as part of the Collateral Estate hereunder as additional Collateral hereunder. Notwithstanding anything to the contrary contained herein, during the existence of any Event of Default or Borrowing Base Deficiency (in each case as defined in the Revolving Credit Agreement), the Collateral Agent will (and the Term Agent and each Term Lender hereby irrevocably authorizes the Collateral Agent to), to the extent requested by the Revolver Agent, release or otherwise terminate (pursuant to an instrument or instruments in form and substance acceptable to the Revolver Agent) the Liens securing the Term Debt with respect to any Collateral encumbered by such Liens to the extent such Collateral is the subject of an Asset Sale (to an unaffiliated third party in good faith in an arms length transaction for cash proceeds in an amount proposed by Revolver Agent and consented to by the Required Percentage of the Term Lenders, such consent not to be unreasonably withheld or delayed) and the proceeds thereof applied to the repayment of the Revolver Debt. Any covenant or other restriction in the Term Loan Agreement that is inconsistent with the provisions of the preceding sentence is hereby waived to the extent of such inconsistency such that the provisions of the preceding sentence shall prevail in the event of any conflict with the provisions of the Term Loan Agreement. Subject to the receipt of reasonable prior notice by the Collateral Agent, such releases, terminations and other instruments and agreements shall be delivered to Administrative Agent in writing not less than thirty (30) days prior to the date of any proposed release, Administrative Agent shall promptly issue a release from the lien of the Deed of Trust a portion of the Property encumbered thereby (a “Release Pad”) so long as all of the following conditions are satisfied at the time of, and substantially contemporaneous with respect to, the release: (i) No Default or Potential Default has occurred and is continuing. (ii) The Release Pad and the portion of the Property to remain subject to the lien of the Deed of Trust shall each constitute one or more legal lots which may be legally conveyed in accordance with applicable law. (iii) The release of the Release Pad will not result in (and the Release Pad shall be subject to such reciprocal easement agreements or other agreements to prevent) the loss by the portion of the Property which remains subject to the lien of the Deed of Trust of reasonable access to a public street, the use of necessary easements or utilities, or any parking availability which is reasonably necessary for the use and operation of such remaining Property for its intended purpose. (iv) Administrative Agent has been paid, in immediately available funds, the cost of preparing and delivering the release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available), and Administrative Agent has been paid, in immediately available funds (which funds may be Borrower’s own funds and not necessarily proceeds from the sale or other transfer of the applicable Property), for the ratable benefit of Lenders, the Release Price for the Release Paddisposition. (b) Any Release Price received by Administrative Agent under this Section 9.29 shall be applied to reduce the outstanding principal balance of the Loan. If Administrative Agent accepts any payment or issues any release, that shall not affect Borrower’s obligation to repay all amounts which are owing under the Loan Documents or secured by the Deed of Trust on the remaining Property which is not released or reconveyed. If Administrative Agent does not require satisfaction of all of the conditions described above before releasing a Release Pad from the lien of the Deed of Trust, that alone shall not be a waiver of such conditions with respect to the release of any additional Property, and Administrative Agent reserves the right to require their satisfaction in full before releasing any additional Property from the lien of the Deed of Trust.

Releases of Collateral. Notwithstanding the foregoing, Borrowers shall have the right at any time to obtain release of any Project from the liens securing the Notes upon making the respective payments set out hereunder and upon compliance with the following terms and conditions: (a) At No Event of Default or event which with the request passing of Borrower, which request shall be delivered to Administrative Agent in writing not less than thirty (30) days prior time and/or giving of notice will constitute an Event of Default exists or will exist after giving effect to the date of any proposed release, Administrative ; (b) Borrowers deliver to Agent shall promptly issue a release from for the lien benefit of the Deed of Trust a portion of the Property encumbered thereby (a “Release Pad”) so long as all of the following conditions are satisfied at the time of, and with respect to, the release: (i) No Default or Potential Default has occurred and is continuing. (ii) The Release Pad and the portion of the Property to remain subject to the lien of the Deed of Trust shall each constitute one or more legal lots which may be legally conveyed in accordance with applicable law. (iii) The release of the Release Pad will not result in (and the Release Pad shall be subject to such reciprocal easement agreements or other agreements to prevent) the loss by the portion of the Property which remains subject to the lien of the Deed of Trust of reasonable access to a public street, the use of necessary easements or utilities, or any parking availability which is reasonably necessary for the use and operation of such remaining Property for its intended purpose. (iv) Administrative Agent has been paid, in immediately available funds, the cost of preparing and delivering the release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available), and Administrative Agent has been paid, in immediately available funds (which funds may be Borrower’s own funds and not necessarily proceeds from the sale or other transfer of the applicable Property), for the ratable benefit of Lenders, Lenders the Release Price for the Release Pad. (b) Any Release Price received by Administrative Agent under this Section 9.29 shall applicable Project to be applied to reduce the aggregate outstanding principal balance under the Notes; (c) Agent shall have received evidence satisfactory to Agent that (i) the aggregate "as-is" value of the remaining Project (based upon the Appraisal delivered to Agent in connection with the closing of the Loan. If Administrative Agent accepts ) exceeds the aggregate Loan Amount, after giving effect to any payment or issues any pay down of the Loan in connection with the applicable release, such that the Loan Amount shall not affect Borrower’s obligation be less than or equal to repay sixty percent (60%) of the aggregate “as stabilized” value for the remaining Project, and (ii) the Project Release DSC for the remaining Projects is in excess of 2.00 to 1.00 for the three (3) month period immediately preceding the applicable date of determination; (d) All partial release documents shall be prepared at the expense of Borrowers and shall be in form and substance satisfactory to Agent. Borrowers shall present to Agent a written request for a partial release, specifically identifying the Project to be released, together with an appropriate partial release document required to be paid in order to entitle Borrowers to such partial release, or escrow arrangements satisfactory to Agent for delivery of any partial release. Agent will execute, acknowledge and return the partial release documents to Borrowers within five (5) business days after Agent's receipt of the above specified items. In connection with and at the time of the partial release of a Project, Agent shall further release the applicable Borrower from any and all amounts which are owing liabilities and obligations under the Loan Documents or secured by which accrue from and after the Deed of Trust on the remaining Property which is not released or reconveyed. If Administrative Agent does not require satisfaction of all of the conditions described above before releasing a Release Pad from the lien of the Deed of Trust, that alone shall not be a waiver date of such conditions release, subject to any indemnity obligations that expressly survive payment in full; and (e) Borrowers shall reimburse Agent for all out-of-pocket fees and costs, including, without limitation, reasonable legal fees in connection with the granting of such partial releases and shall provide Agent with any and all information reasonably requested by Agent with respect to the release of any additional Property, and Administrative Agent reserves the right Project to require their satisfaction in full before releasing any additional Property from the lien of the Deed of Trustbe released.

Releases of Collateral. (a) At the request Provided that no Event of Borrower, which request Default shall be delivered to Administrative Agent in writing not less than thirty (30) days prior to the date of any proposed release, Administrative Agent shall promptly issue a release from the lien of the Deed of Trust a portion of the Property encumbered thereby (a “Release Pad”) so long as all of the following conditions are satisfied at the time of, and with respect to, the release: (i) No Default or Potential Default has have occurred and is be continuing. (ii) The Release Pad , Lender agrees to release the Collateral including Units and their appurtenant interests in the portion of the Property to remain subject to the lien of the Deed of Trust shall each constitute one or more legal lots which may be legally conveyed in accordance with applicable law. (iii) The release of the Release Pad will not result in (and the Release Pad shall be subject to such reciprocal easement agreements or other agreements to prevent) the loss by the portion of the Property which remains subject to the lien of the Deed of Trust of reasonable access to a public street, the use of necessary easements or utilities, or any parking availability which is reasonably necessary for the use and operation of such remaining Property for its intended purpose. (iv) Administrative Agent has been paid, in immediately available funds, the cost of preparing and delivering the release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available), and Administrative Agent has been paid, in immediately available funds (which funds may be Borrower’s own funds and not necessarily proceeds from the sale or other transfer of the applicable Property), for the ratable benefit of Lenders, the Release Price for the Release Pad. (b) Any Release Price received by Administrative Agent under this Section 9.29 shall be applied to reduce the outstanding principal balance of the Loan. If Administrative Agent accepts any payment or issues any release, that shall not affect Borrower’s obligation to repay all amounts which are owing under the Loan Documents or secured by the Deed of Trust on the remaining Property which is not released or reconveyed. If Administrative Agent does not require satisfaction of all of the conditions described above before releasing a Release Pad common elements from the lien of the Deed of Trust, that alone in accordance with and subject to all of the following terms, provisions and conditions: (a) Borrower shall request releases in writing not less than five (5) business days prior to the date the release is needed. Each request for release shall be a waiver of such conditions submitted no more frequently than two (2) times per month. (b) Lender shall have received, with respect to each Unit, Golf Course or Acreage to be sold or otherwise released: (i) a partial release document prepared by Borrower at Borrower's expense in form and content satisfactory to Lender; (ii) a schedule containing a list of that Property previously released by Lender and that Property remaining to be released; and (iii) all other data reasonably necessary to support the Borrower's being entitled to the release, including, without limitation, such other documents, certificates, opinions and assurances as Lender may request, together with the legal fees and disbursements of Lender's counsel incurred in connection with the issuance of each such release. (c) At the time of release, Borrower shall pay to Lender, in cash or immediately available funds, a release price of an amount equal to (i) seventy percent (70%) of the List Price as set forth on Exhibit B attached hereto, and (ii) for the release of any additional each of the acreage, tracts, parcels, lots listed on Exhibits C-1 and C-2 attached hereto, seventy percent (70%) of the value listed next to each category of Property. (d) Releases of Units, and Administrative Agent reserves acreage or the right to require their satisfaction in full before releasing any additional Property from Golf Course shall not affect or impair the lien or security interest of the Deed of Trust (or Lender's liens and security interests created by the other Loan Documents) as to other Property (as defined in the Deed of Trust) not theretofore released, and said liens and security interest shall continue in full force and effect as to the unreleased Property and such other Property.

Releases of Collateral. (a) At Upon the written request of Borrower, which request shall be delivered to Administrative Agent in writing not less than thirty (30) days prior to the date Borrower as long as no Default or Event of any proposed releaseDefault exists, Administrative Agent shall promptly issue release a release Borrowing Base Property from the lien of the Deed of Trust a portion of the Property encumbered thereby (a “Release Pad”) so long as all of the following conditions are satisfied at the time of, and with respect to, the release: Borrowing Base; provided that (i) No Default or Potential Default has occurred Administrative Agent shall have no obligation to release any such Borrowing Base Property without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and is continuing. the admission of any applicable new Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that the Loan Parties are in compliance with the terms of this Agreement without such Borrowing Base Property, in each case as of the day of such release and after giving effect to any such release and/or any Borrowing Base additions, (ii) The Release Pad and the portion of the Property to remain subject with respect to the lien Borrowing Base Properties listed as numbers three (3) and four (4) on Schedule 4.01, Administrative Agent shall not release either one of such Borrowing Base Properties without simultaneously releasing the Deed of Trust shall each constitute one or more legal lots which may be legally conveyed in accordance with applicable law. other, and (iii) The release of the Release Pad will not result in (and the Release Pad shall be subject to such reciprocal easement agreements or other agreements to prevent) the loss by the portion of the Property which remains subject with respect to the lien of the Deed of Trust of reasonable access to a public streetBorrowing Base Properties listed as numbers six (6) and seven (7) on Schedule 4.01, the use of necessary easements or utilities, or any parking availability which is reasonably necessary for the use and operation Administrative Agent shall not release either one of such remaining Property for its intended purpose. (iv) Administrative Agent has been paid, in immediately available funds, Borrowing Base Properties without simultaneously releasing the cost of preparing and delivering the release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available), and Administrative Agent has been paid, in immediately available funds (which funds may be Borrower’s own funds and not necessarily proceeds from the sale or other transfer of the applicable Property), for the ratable benefit of Lenders, the Release Price for the Release Padother. (b) Any Release Price received by Upon the written request of Borrower as long as no Default or Event of Default exists, Administrative Agent under this Section 9.29 shall be applied partially release a portion of a Borrowing Base Property consisting of vacant land that is ancillary to reduce the outstanding principal balance operation of such Borrowing Base Property or otherwise, in Administrative Agent’s determination, immaterial to the operation of such Borrowing Base Property; provided that Borrower shall deliver to Administrative Agent a new Acceptable Appraisal of the Loan. If remaining portion of such Borrowing Base Property and/or other information reasonably satisfactory to Administrative Agent accepts any payment or issues any in order to determine the effect, if any, on the Borrowing Base after giving effect to such partial release, that . (c) Administrative Agent shall not affect Borrower’s obligation to repay all amounts which are owing under the Loan Documents release any Collateral or secured by the Deed of Trust on the remaining Property which is not released or reconveyed. If Administrative Agent does not require satisfaction of all of the conditions described above before releasing a Release Pad from the lien of the Deed of Trust, that alone shall not be a waiver of such conditions with respect to the release any portion of any additional PropertyCollateral unless, after giving effect to any such release (i) no Default or Event of Default exists, and Administrative Agent reserves (ii) the right Borrowing Base equals or exceeds $200,000,000 after giving effect to require their satisfaction in full before releasing any additional Property from the lien of the Deed of Trustsuch release.

Releases of Collateral. In connection with the proposed sale, assignment, transfer, or other disposition of any Collateral by any Debtor (aan “Asset Sale”), the Company, on behalf of such selling Debtor, shall deliver a Release Notice to the Collateral Trustee, the Senior Loan Agent and the Indenture Trustee. If, within ten (10) At days after the request delivery of Borrowersuch Release Notice, which request the Collateral Trustee shall not have received a written objection from either the Senior Loan Agent or the Indenture Trustee stating that the selling Debtor is not entitled under the terms of the Credit Agreement or the Indenture, as the case may be, to obtain the release of the Collateral specified in the Release Notice, then the Collateral Trustee shall provide for the release of the Liens with respect to such Collateral to the extent required by the Company in the Release Notice, provided, however, that the effective delivery of any releases provided under this Section 2.4 shall be delivered expressly conditioned upon the consummation of the Asset Sale to Administrative Agent which the Release Notice relates. If, however, the Collateral Trustee receives a written objection within the aforementioned 10 day period, the Liens will not be released and the Collateral Trustee will not take any actions requested of it by the Company until such certificate shall be withdrawn in writing not less than thirty by the Senior Loan Agent or the Indenture Trustee, as the case may be, or until three (303) business days prior after the Collateral Trustee shall have received an order of a court of competent jurisdiction directing it to release the Liens of the Collateral Trustee with respect to such Collateral and no stay exists with respect to such direction or order. Upon consummation of the Asset Sale for which a release of Liens was granted hereunder, all Proceeds, including any non-cash Proceeds, received by or owing to any Debtor from the sale of such released Collateral shall be immediately turned over to the date Collateral Trustee, together with any necessary endorsements or instruments of any proposed releaseassignment or transfer, Administrative Agent for deposit in the Collateral Account and shall promptly issue a release from the lien of the Deed of Trust a portion of the Property encumbered thereby (a “Release Pad”) so long as all of the following conditions are satisfied at the time of, and with respect to, the release: (i) No Default or Potential Default has occurred and is continuing. (ii) The Release Pad and the portion of the Property to remain subject to the lien of the Deed of Trust shall each constitute one or more legal lots which may be legally conveyed distributed in accordance with applicable lawthe provisions of Section 4.4 hereof. (iii) The release of the Release Pad will not result in (and the Release Pad shall be subject to such reciprocal easement agreements or other agreements to prevent) the loss by the portion of the Property which remains subject to the lien of the Deed of Trust of reasonable access to a public street, the use of necessary easements or utilities, or any parking availability which is reasonably necessary for the use and operation of such remaining Property for its intended purpose. (iv) Administrative Agent has been paid, in immediately available funds, the cost of preparing and delivering the release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available), and Administrative Agent has been paid, in immediately available funds (which funds may be Borrower’s own funds and not necessarily proceeds from the sale or other transfer of the applicable Property), for the ratable benefit of Lenders, the Release Price for the Release Pad. (b) Any Release Price received by Administrative Agent under this Section 9.29 shall be applied to reduce the outstanding principal balance of the Loan. If Administrative Agent accepts any payment or issues any release, that shall not affect Borrower’s obligation to repay all amounts which are owing under the Loan Documents or secured by the Deed of Trust on the remaining Property which is not released or reconveyed. If Administrative Agent does not require satisfaction of all of the conditions described above before releasing a Release Pad from the lien of the Deed of Trust, that alone shall not be a waiver of such conditions with respect to the release of any additional Property, and Administrative Agent reserves the right to require their satisfaction in full before releasing any additional Property from the lien of the Deed of Trust.

Releases of Collateral. Notwithstanding the foregoing, Borrowers shall have the right at any time to obtain release of any Project from the liens securing the Notes upon making the respective payments set out hereunder and upon compliance with the following terms and conditions: (a) At No Event of Default or event which with the request passing of Borrowertime and/or giving of notice will constitute an Event of Default exists or will exist after giving effect to the proposed release; (b) Agent shall have received evidence satisfactory to Agent that (i) the aggregate "as-is" value of the remaining Projects (based upon the Appraisals delivered to Agent in connection with the closing of the Loan) on a fee simple basis exceeds the aggregate Loan Amount, which request after giving effect to any pay down of the Loan in connection with the applicable release, such that the Loan Amount shall be delivered to Administrative Agent in writing not less than thirty or equal to sixty-five percent (3065%) days prior of the aggregate “as stabilized” value for the remaining Projects, and (ii) the Debt Service Coverage for the remaining Projects is in excess of 1.70 to 1.00 for the six (6) month period immediately preceding the applicable date of any proposed releasedetermination, Administrative provided, however, that Borrowers shall have the right to prepay to Agent shall promptly issue a release from the lien of the Deed of Trust a portion of the Property encumbered thereby Loan in an amount sufficient to cause such Debt Service Coverage requirement to be satisfied; (c) All partial release documents shall be prepared at the expense of Borrowers and shall be in form and substance satisfactory to Agent. Borrowers shall present to Agent a “Release Pad”written request for a partial release, specifically identifying the Project to be released, together with an appropriate partial release document required to be paid in order to entitle Borrowers to such partial release, or escrow arrangements satisfactory to Agent for delivery of any partial release. Agent will execute, acknowledge and return the partial release documents to Borrowers within five (5) so long as all business days after Agent's receipt of the following conditions are satisfied above specified items. In connection with and at the time of, and with respect to, the release: (i) No Default or Potential Default has occurred and is continuing. (ii) The Release Pad and the portion of the Property to remain subject to the lien of the Deed of Trust shall each constitute one or more legal lots which may be legally conveyed in accordance with applicable law. (iii) The partial release of the Release Pad will not result in (and the Release Pad a Project, Agent shall be subject to such reciprocal easement agreements or other agreements to prevent) the loss by the portion of the Property which remains subject to the lien of the Deed of Trust of reasonable access to a public street, the use of necessary easements or utilities, or any parking availability which is reasonably necessary for the use and operation of such remaining Property for its intended purpose. (iv) Administrative Agent has been paid, in immediately available funds, the cost of preparing and delivering the further release and of any title insurance endorsements reasonably required by Administrative Agent (to the extent available), and Administrative Agent has been paid, in immediately available funds (which funds may be Borrower’s own funds and not necessarily proceeds from the sale or other transfer of the applicable Property), for the ratable benefit of Lenders, the Release Price for the Release Pad. (b) Any Release Price received by Administrative Agent under this Section 9.29 shall be applied to reduce the outstanding principal balance of the Loan. If Administrative Agent accepts Borrower from any payment or issues any release, that shall not affect Borrower’s obligation to repay and all amounts which are owing liabilities and obligations under the Loan Documents or secured by which accrue from and after the Deed of Trust on the remaining Property which is not released or reconveyed. If Administrative Agent does not require satisfaction of all of the conditions described above before releasing a Release Pad from the lien of the Deed of Trust, that alone shall not be a waiver date of such conditions release, subject to any indemnity obligations that expressly survive payment in full; and (d) Borrowers shall reimburse Agent for all out-of-pocket fees and costs, including, without limitation, reasonable legal fees in connection with the granting of such partial releases and shall provide Agent with any and all information reasonably requested by Agent with respect to the release of any additional Property, and Administrative Agent reserves the right Project to require their satisfaction in full before releasing any additional Property from the lien of the Deed of Trustbe released.