Common use of Removal of Qualified Unencumbered Properties Clause in Contracts

Removal of Qualified Unencumbered Properties. Notify the Administrative Agent at any time that Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall be removed from the pool of Qualified Unencumbered Properties upon delivery of the following to Administrative Agent: (i) Description of such Project; and (ii) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of removing such Project and (B) certifies (1) the value or NOI of such Project used in the calculations in such pro forma Compliance Certificate, (2) the name of the owner of all or any portion of such Project, (3) the date on which such Project shall be removed from the pool of Qualified Unencumbered Properties (the “Requested Removal Date”), which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (ii) of this Section and (4) that there exist no Events of Default under this Agreement and that the removal of such Project shall not result in any such Event of Default. The “Removal Date,” for any given Project shall be the date of the Requested Removal Date to the extent all conditions to the release of such Project set forth herein are fully satisfied and no Event of Default exists as of such Removal Date. The effective date of the removal of such Project from the pool of Qualified Unencumbered Properties shall be the Removal Date. If the owner of such Project is a Subsidiary Guarantor and shall cease to be the owner of any Qualified Unencumbered Property upon such Removal Date, such Person shall cease to be a Subsidiary Guarantor as of such Removal Date. The Administrative Agent hereby agrees to endeavor to provide to Borrower the written confirmation of the occurrence of a Removal Date with respect to a Project promptly, and in any case within ten (10) Business Days, following its receipt and review of the materials referenced in items (i) and (ii) above; provided, that if the Administrative Agent does not object to the occurrence of a proposed Removal Date within such ten (10) Business Day period, the Administrative Agent shall be deemed to have confirmed the occurrence such Removal Date.

Removal of Qualified Unencumbered Properties. Notify the Administrative Agent at any time that the Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determinedProperties. Such Project shall be removed from the pool of Qualified Unencumbered Properties upon delivery satisfaction of the following to Administrative Agentfollowing: (ia) Description the Borrower shall deliver to Administrative Agent a description of such Project and the ownership of such Project; and; (iib) A the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer that (Ai) includes a pro forma Borrowing Base Compliance Certificate demonstrating the effects of removing such Project from the pool of Qualified Unencumbered Properties and the Borrowing Base in effect based on the remaining pool of Qualified Unencumbered Properties and (Bii) certifies (1) the value Unencumbered Asset Value or NOI NOI, as applicable, of such Project used in the calculations in such pro forma Borrowing Base Compliance Certificate, ; (2c) after giving effect to (i) the name removal of the owner of all or any portion of such Project, (3) the date on which such Project shall be removed from the pool of Qualified Unencumbered Properties (the “Requested Removal Date”)Properties, which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (ii) the application of this Section any proceeds or prepayments received at the time of such removal and (4iii) that there exist no Events the value of Default under this Agreement and that any Properties being added as Qualified Unencumbered Properties pursuant to Section 6.13 simultaneously with such removal, the removal of such Project Total Outstandings shall not result exceed the Borrowing Base then in any such Event of Default. The “Removal Date,” for any given Project shall be the date of the Requested Removal Date to the extent all conditions to the release of such Project set forth herein are fully satisfied and effect; and (d) no Default or Event of Default exists as of shall exist or would be caused by removing such Removal DateProject. The Upon the effective date of the removal of such Project from the pool of Qualified Unencumbered Properties shall be the Removal Date. If , (i) if the owner of such Project is a Subsidiary Guarantor and shall cease to be the owner of any Qualified Unencumbered Property upon such Removal Dateremoval, then (1) such Person shall cease to be a Subsidiary Guarantor as and shall automatically, and without further action, be released from its obligations under the Loan Documents and (2) the Equity Interests of such Removal Date. The Person (and all related collateral) shall cease to be Collateral and all security interests of the Administrative Agent hereby agrees to endeavor to provide to Borrower in the written confirmation Equity Interests of the occurrence of a Removal Date with respect to a Project promptlysuch Person (and all related collateral) shall be deemed immediately released, and in without any case within ten (10) Business Days, following its receipt and review of the materials referenced in items (i) further action and (ii) above; providedupon the request, that if and at the expense of the Borrower, the Administrative Agent does not object agrees to execute and deliver such release documents and take such other actions to acknowledge, evidence or complete any such release of such Person and the occurrence collateral assignment of the Equity Interests of such Person. If the Equity Interests of such Person that ceases to be a proposed Removal Date within such ten (10) Business Day periodSubsidiary Guarantor are represented by one or more certificates, the Administrative Agent shall be deemed to have confirmed deliver such original certificates along with assignments in blank as required under the occurrence such Removal DateCollateral Assignment Agreement.

Removal of Qualified Unencumbered Properties. Notify the Administrative Agent at any time that Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determinedProperties. Such Project shall be removed from the pool of Qualified Unencumbered Properties upon delivery satisfaction of the following to Administrative Agentfollowing: (ia) Description the Borrower shall deliver to Administrative Agent a description of such Project and the ownership of such Project; and; (iib) A the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer that (Ai) includes a pro forma Borrowing Base Compliance Certificate demonstrating the effects of removing such Project from the pool of Qualified Unencumbered Properties and (Bii) certifies (1) the value Unencumbered Asset Value or NOI NOI, as applicable, of such Project used in the calculations in such pro forma Borrowing Base Compliance Certificate, ; (2c) after giving effect to (i) the name removal of the owner of all or any portion of such Project, (3) the date on which such Project shall be removed from the pool of Qualified Unencumbered Properties (the “Requested Removal Date”)Properties, which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (ii) the application of this Section any proceeds or prepayments received at the time of such removal and (4iii) that there exist no Events the value of Default under this Agreement and that any Properties being added as Qualified Unencumbered Properties pursuant to Section 6.13 simultaneously with such removal, the removal of such Project Total Outstandings shall not result exceed the Borrowing Base then in any such Event of Default. The “Removal Date,” for any given Project shall be the date of the Requested Removal Date to the extent all conditions to the release of such Project set forth herein are fully satisfied and effect; and (d) no Default or Event of Default exists as of shall exist or would be caused by removing such Removal DateProject. The Upon the effective date of the removal of such Project from the pool of Qualified Unencumbered Properties shall be the Removal Date. If , (a) if the owner of such Project is a Subsidiary Guarantor and shall cease to be the owner of any Qualified Unencumbered Property upon such Removal Dateremoval, such Person shall cease to be a Subsidiary Guarantor as of such Removal Date. The Administrative Agent hereby agrees to endeavor to provide to Borrower and shall automatically, and without further action, be released from its obligations under the written confirmation Loan Documents and (b) upon the request, and at the expense of the occurrence of a Removal Date with respect to a Project promptly, and in any case within ten (10) Business Days, following its receipt and review of the materials referenced in items (i) and (ii) above; provided, that if the Administrative Agent does not object to the occurrence of a proposed Removal Date within such ten (10) Business Day periodBorrower, the Administrative Agent shall be deemed agrees to have confirmed the occurrence execute and deliver such Removal Daterelease documents and take such other actions to acknowledge, evidence or complete any such release of such Person.

Removal of Qualified Unencumbered Properties. Notify the Administrative Agent at any time that Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determinedProperties. Such Project shall be removed from the pool of Qualified Unencumbered Properties upon delivery satisfaction of the following to Administrative Agentfollowing: (ia) Description the Borrower shall deliver to Administrative Agent a description of such Project and the ownership of such Project; and; (iib) A certificate of the Borrower shall deliver to the Administrative Agent a Responsible Officer Certificate that (Ai) includes a pro forma Borrowing Base Compliance Certificate demonstrating the effects of removing such Project from the pool of Qualified Unencumbered Properties and the Borrowing Base in effect, based on the remaining pool of Qualified Unencumbered Properties, and the amount of all Unsecured Debt other than the Net Obligations, and (Bii) certifies (1) the value Unencumbered Asset Value or NOI NOI, as applicable, of such Project used in the calculations in such pro forma Borrowing Base Compliance Certificate, ; (2c) after giving effect to (i) the name removal of the owner of all or any portion of such Project, (3) the date on which such Project shall be removed from the pool of Qualified Unencumbered Properties (the “Requested Removal Date”)Properties, which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (ii) the application of this Section any proceeds or prepayments received at the time of such removal and (4iii) that there exist no Events the value of Default under this Agreement and that any Properties being added as Qualified Unencumbered Properties pursuant to Section 6.13 simultaneously with such removal, the Total Outstandings shall not exceed the Borrowing Base then in effect, less all Unsecured Debt other than the Net Obligations; and (d) after giving effect to the removal of such Project shall not result in any such Event of Default. The “Removal Date,” for any given Project shall be the date of the Requested Removal Date to the extent all conditions to the release of such Project set forth herein are fully satisfied and Project, no Default or Event of Default exists as of such Removal Dateshall exist. The Upon the effective date of the removal of such Project from the pool of Qualified Unencumbered Properties shall be the Removal Date. If , (i) if the owner of such Project is a Subsidiary Guarantor and shall cease to be the owner of any Qualified Unencumbered Property upon such Removal Dateremoval, such Person shall cease to be a Subsidiary Guarantor as and shall automatically, and without further action, be released from its obligations under the Loan Documents and (ii) upon the request, and at the expense of the Borrower, the Administrative Agent agrees to execute and deliver such release documents and take such other actions to acknowledge, evidence or complete any such release of such Removal DatePerson. The Administrative Agent hereby agrees to endeavor to provide to Borrower Notwithstanding the written confirmation of the occurrence of a Removal Date foregoing, if any event described in Section 8.01(f) or (g) shall occur with respect to a Subsidiary Guarantor, mutatis mutandis, without application of the 5% threshold, each Project promptlyowned or leased by such Subsidiary Guarantor shall automatically, without further action, be deemed, removed from the pool of Qualified Unencumbered Properties, and in any case within ten subject to, and conditioned upon, (10x) Business Daysthe satisfaction of subsections (a), following its receipt and review of the materials referenced in items (ib) and (iic) above; provided, that if and (y) there being no existing Event of Default after the Administrative Agent does not object satisfaction of (a), (b) and (c) above, such Subsidiary shall cease to be a Subsidiary Guarantor and shall automatically, and without further action, be released from its obligations under the occurrence of a proposed Removal Date within such ten (10) Business Day period, the Administrative Agent shall be deemed to have confirmed the occurrence such Removal DateLoan Documents.

Removal of Qualified Unencumbered Properties. Notify the Administrative Agent at any time that Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determinedProperties. Such Project shall be removed from the pool of Qualified Unencumbered Properties upon delivery satisfaction of the following to Administrative Agentfollowing: (ia) Description the Borrower shall deliver to Administrative Agent a description of such Project and the ownership of such Project; and; (iib) A the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer that (Ai) includes a pro forma Borrowing Base Compliance Certificate demonstrating the effects of removing such Project from the pool of Qualified Unencumbered Properties and the Borrowing Base in effect based on the remaining pool of Qualified Unencumbered Properties and (Bii) certifies (1) the value Unencumbered Asset Value or NOI NOI, as applicable, of such Project used in the calculations in such pro forma Borrowing Base Compliance Certificate, ; (2c) after giving effect to (i) the name removal of the owner of all or any portion of such Project, (3) the date on which such Project shall be removed from the pool of Qualified Unencumbered Properties (the “Requested Removal Date”)Properties, which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (ii) the application of this Section any proceeds or prepayments received at the time of such removal and (4iii) that there exist no Events the value of Default under this Agreement and that any Properties being added as Qualified Unencumbered Properties pursuant to Section 6.13 simultaneously with such removal, the removal of such Project Total Outstandings shall not result exceed the Borrowing Base then in any such Event of Default. The “Removal Date,” for any given Project shall be the date of the Requested Removal Date to the extent all conditions to the release of such Project set forth herein are fully satisfied and effect; and (d) no Default or Event of Default exists as of shall exist or would be caused by removing such Removal DateProject. The Upon the effective date of the removal of such Project from the pool of Qualified Unencumbered Properties shall be the Removal Date. If , (i) if the owner of such Project is a Subsidiary Guarantor and shall cease to be the owner of any Qualified Unencumbered Property upon such Removal Dateremoval, such Person shall cease to be a Subsidiary Guarantor as of such Removal Date. The Administrative Agent hereby agrees to endeavor to provide to Borrower the written confirmation of the occurrence of a Removal Date with respect to a Project promptlyand shall automatically, and in any case within ten (10) Business Dayswithout further action, following be released from its receipt and review of obligations under the materials referenced in items (i) Loan Documents and (ii) above; providedupon the request, that if and at the Administrative Agent does not object to expense of the occurrence of a proposed Removal Date within such ten (10) Business Day periodBorrower, the Administrative Agent shall be deemed agrees to have confirmed the occurrence execute and deliver such Removal Daterelease documents and take such other actions to acknowledge, evidence or complete any such release of such Person.

Removal of Qualified Unencumbered Properties. Notify the Administrative Agent at any time that Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall be removed from the pool of Qualified Unencumbered Properties upon approval by Administrative Agent in its sole but reasonable business judgment, and delivery of the following to Administrative Agent: (ia) Description of such Project; and (iib) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of removing such Project and (B) certifies (1) the value or NOI of such Project used in the calculations in such pro forma Compliance Certificate, (2) the name of the owner of all or any portion of such Project, (3) the date on which such Project shall be removed from the pool of Qualified Unencumbered Properties (the “Requested Removal Date”), which which, without the express approval by Administrative Agent in its sole discretion, shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (ii) of this Section and (4) that there exist no Events of Default under this Agreement and that the removal of such Project shall not result in any such Event of Default. The “Removal Date,” for any given Project shall be the date of the Requested Removal Date to the extent all conditions to the release of such Project set forth herein are fully satisfied and no Event of Default exists as of such Removal Date. Table of Contents The effective date of the removal of such Project from the pool of Qualified Unencumbered Properties shall be the Removal Date. If the owner of such Project is a Subsidiary Guarantor and shall cease to be the owner of any Qualified Unencumbered Property upon such Removal Date, such Person shall cease to be a Subsidiary Guarantor as of such Removal Date. The Administrative Agent hereby agrees to endeavor to provide to Borrower the written confirmation of the occurrence of a Removal Date with respect to a Project promptly, and in any case within ten (10) Business Days, following its receipt and review of the materials referenced in items (i) and (ii) above; provided, that if the Administrative Agent does not object to the occurrence of a proposed Removal Date within such ten (10) Business Day period, the Administrative Agent shall be deemed to have confirmed the occurrence such Removal Date.

Removal of Qualified Unencumbered Properties. Notify the Administrative Agent at any time that the Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determinedProperties. Such Project shall be removed from the pool of Qualified Unencumbered Properties upon delivery satisfaction of the following to Administrative Agentfollowing: (ia) Description the Borrower shall deliver to Administrative Agent a description of such Project and the ownership of such Project; and; (iib) A certificate of the Borrower shall deliver to the Administrative Agent a Responsible Officer Certificate that (Ai) includes a pro forma Borrowing Base Compliance Certificate demonstrating the effects of removing such Project from the pool of Qualified Unencumbered Properties and the Borrowing Base in effect based on the remaining pool of Qualified Unencumbered Properties and the amount of all Unsecured Debt other than Obligations and (Bii) certifies (1) the value Unencumbered Asset Value or NOI NOI, as applicable, of such Project used in the calculations in such pro forma Borrowing Base Compliance Certificate, ; (2c) after giving effect to (i) the name removal of the owner of all or any portion of such Project, (3) the date on which such Project shall be removed from the pool of Qualified Unencumbered Properties (the “Requested Removal Date”)Properties, which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (ii) the application of this Section any proceeds or prepayments received at the time of such removal and (4iii) that there exist the value of any Properties being added as Qualified Unencumbered Properties pursuant to Section 6.13 simultaneously with such removal, the Total Outstandings shall not exceed the Borrowing Base then in effect, less all Unsecured Debt other than Obligations; (d) no Events Default or Event of Default under this Agreement shall exist or would be caused by removing such Project; and (e) prior to an Unsecured Conversion, the Administrative Agent approves, in its sole and that absolutereasonable discretion, the removal of such Project shall not result in any such Event of Default. The “Removal Date,” for any given Project shall be the date of the Requested Removal Date to Project from the extent all conditions to pool of Qualified Unencumbered Property. Upon the release of such Project set forth herein are fully satisfied and no Event of Default exists as of such Removal Date. The effective date of the removal of such Project from the pool of Qualified Unencumbered Properties shall be the Removal Date. If , (i) if the owner of such Project is a Subsidiary Guarantor and shall cease to be the owner of any Qualified Unencumbered Property upon such Removal Dateremoval, then (1) such Person shall cease to be a Subsidiary Guarantor as and shall automatically, and without further action, be released from its obligations under the Loan Documents and (2) the Equity Interests of such Removal Date. The Person (and all related collateral) shall cease to be Collateral and all security interests of the Administrative Agent hereby agrees to endeavor to provide to Borrower in the written confirmation Equity Interests of the occurrence of a Removal Date with respect to a Project promptlysuch Person (and all related collateral) shall be deemed immediately released, and in without any case within ten (10) Business Days, following its receipt and review of the materials referenced in items (i) further action and (ii) above; providedupon the request, that if and at the expense of the Borrower, the Administrative Agent does not object agrees to execute and deliver such release documents and take such other actions to acknowledge, evidence or complete any such release of such Person and the occurrence collateral assignment of the Equity Interests of such Person. If the Equity Interests of such Person that ceases to be a proposed Removal Date within such ten (10) Business Day periodSubsidiary Guarantor are represented by one or more certificates, the Administrative Agent shall be deemed to have confirmed deliver such original certificates along with assignments in blank as required under the occurrence such Removal DateCollateral Assignment Agreement.

Removal of Qualified Unencumbered Properties. Notify (a) Borrower shall notify the Administrative Agent at any time that the Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determinedProperties. Such Project shall be removed from the pool of Qualified Unencumbered Properties upon delivery satisfaction of the following to Administrative Agentfollowing: (i) Description the Borrower shall deliver to Administrative Agent a description of such Project and the ownership of such Project; and; (ii) A the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer that (A) includes a pro forma Borrowing Base Compliance Certificate demonstrating the effects of removing such Project from the pool of Qualified Unencumbered Properties and the Borrowing Base in effect based on the remaining pool of Qualified Unencumbered Properties, and the amount of all Unsecured Debt other than the Obligations, and (B) certifies (1) the value Unencumbered Asset Value or NOI NOI, as applicable, of such Project used in the calculations in such pro forma Borrowing Base Compliance Certificate; (iii) after giving effect to (A) the removal of any Project from the pool of Qualified Unencumbered Properties, (2B) the name application of any proceeds or prepayments received at the time of such removal and (C) the value of any Properties being added as Qualified Unencumbered Properties pursuant to Section 6.13 simultaneously with such removal, the Total Outstandings shall not exceed the Borrowing Base then in effect, less all Unsecured Debt other than the Obligations; and (iv) no Default or Event of Default shall exist or would be caused by removing such Project: and (v) the Administrative Agent approves, in its sole and absolute discretion, the removal of the owner of all or any portion the Project from the pool of such ProjectQualified Unencumbered Property, provided, if the following subsection (3b) is applicable and the date on which such Required Removal Payment is paid, then the Administrative Agent's approval must be in its reasonable discretion. (b) If an Early Maturity Date Event occurs, then from and after March 31, 2016, in addition to the requirements in subsection (a) above, a Project shall included in the pool of Qualified Unencumbered Property as of March 31, 2016 may only be removed from the pool of Qualified Unencumbered Properties (the “Requested Removal Date”), which shall be no sooner than ten (10) days after delivery Property upon a principal payment of the items described in clauses Obligations equal to the greater of (such greater amount is the "Required Removal Payment"): (i) through if the Project is removed as a result of a sale of the Project to an unrelated third party, then the greater of (i) 75% of the net proceeds from the sale of the Project, and (ii) the amount of the Borrowing Base which is allocated to such Project at the time of the proposed removal, as reasonably determined, in good faith, by the Borrower, and such allocated amount is determined by the Administrative Agent to be correct (such amount determined under this Section subsection (ii) is the "Par Amount"); (ii) if the Project is financed by an unrelated third party at the time of the removal, then the greater of (i) 100% of the net finance proceeds for the Project, and (4ii) that there exist no Events the Par Amount; and (iii) if neither (a) nor (b) above is applicable, then an amount equal to 75% of Default under this Agreement the Unencumbered Asset Value of the pool of Qualified Unencumbered Properties which is allocated (at the time of the removal) to the Project to be removed, as reasonably determined, in good faith, by the Borrower, and that such allocated amount is determined by the removal Administrative Agent to be correct. For purposes of computing the "net proceeds from the sale of the Project " and "net finance proceeds for the Project " in subsection (i) and (ii) above, only customary out of pocket costs and expenses of such Project shall not result in any such Event of Default. The “Removal Date,” for any given Project sale or refinance, as applicable, paid to unrelated third parties shall be deducted from the date of gross sale or finance proceeds, as applicable. (c) Upon the Requested Removal Date to the extent all conditions to the release of such Project set forth herein are fully satisfied and no Event of Default exists as of such Removal Date. The effective date of the removal of such Project from the pool of Qualified Unencumbered Properties shall be the Removal Date. If pursuant to this Section 6.13 , (i) if the owner of such Project is a Subsidiary Guarantor and shall cease to be the owner of any Qualified Unencumbered Property upon such Removal Dateremoval, such Person shall cease to be a Subsidiary Guarantor as of such Removal Date. The Administrative Agent hereby agrees to endeavor to provide to Borrower the written confirmation of the occurrence of a Removal Date with respect to a Project promptlyand shall, subject to, and in any case within ten conditioned upon, (10x) Business Daysthe satisfaction of subsections (a), following its receipt and review of the materials referenced in items (ib) and (iic) above; provided, that if and (y) there being no existing Event of Default, automatically, and without further action, be released from its obligations under the Administrative Agent does not object to the occurrence of a proposed Removal Date within such ten (10) Business Day period, the Administrative Agent shall be deemed to have confirmed the occurrence such Removal Date.Loan Documents and

Removal of Qualified Unencumbered Properties. Notify the Administrative Agent at any time that the Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determinedProperties. Such Project shall be removed from the pool of Qualified Unencumbered Properties upon delivery satisfaction of the following to Administrative Agentfollowing: (ia) Description the Borrower shall deliver to the Administrative Agent a description of such Project and the ownership of such Project; and; (iib) A the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer that (Ai) includes a pro forma Borrowing Base Compliance Certificate demonstrating the effects of removing such Project from the pool of Qualified Unencumbered Properties and (Bii) certifies (1) the value Unencumbered Asset Value or NOI NOI, as applicable, of such Project used in the calculations in such pro forma Borrowing Base Compliance Certificate, ; (2c) after giving effect to (i) the name removal of the owner of all or any portion of such Project, (3) the date on which such Project shall be removed from the pool of Qualified Unencumbered Properties (the “Requested Removal Date”)Properties, which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (ii) the application of this Section any proceeds or prepayments received at the time of such removal and (4iii) that there exist no Events the value of Default under this Agreement and that any Properties being added as Qualified Unencumbered Properties pursuant to Section 6.13 simultaneously with such removal, the removal of such Project Outstanding Credit Exposure shall not result exceed the Borrowing Base then in any such Event of Default. The “Removal Date,” for any given Project shall be the date of the Requested Removal Date to the extent all conditions to the release of such Project set forth herein are fully satisfied and effect; and (d) no Default or Event of Default exists as of shall exist or would be caused by removing such Removal DateProject. The Upon the effective date of the removal of such Project from the pool of Qualified Unencumbered Properties shall be the Removal Date. If , (a) if the owner of such Project is a Subsidiary Guarantor and shall cease to be the owner of any Qualified Unencumbered Property upon such Removal Dateremoval, such Person shall cease to be a Subsidiary Guarantor as of such Removal Date. The Administrative Agent hereby agrees to endeavor to provide to Borrower and shall automatically, and without further action, be released from its obligations under the written confirmation Loan Documents and (b) upon the request, and at the expense of the occurrence of a Removal Date with respect to a Project promptly, and in any case within ten (10) Business Days, following its receipt and review of the materials referenced in items (i) and (ii) above; provided, that if the Administrative Agent does not object to the occurrence of a proposed Removal Date within such ten (10) Business Day periodBorrower, the Administrative Agent shall be deemed agrees to have confirmed the occurrence execute and deliver such Removal Daterelease documents and take such other actions to acknowledge, evidence or complete any such release of such Person.

Removal of Qualified Unencumbered Properties. Notify the Administrative Agent at any time that the Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determinedProperties. Such Project shall be removed from the pool of Qualified Unencumbered Properties upon delivery satisfaction of the following following: QB\033578.02011\28349393.9 (a) the Borrower shall deliver to Administrative Agent: (i) Description Agent a description of such Project and the ownership of such Project; and; (iib) A the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer that (Ai) includes a pro forma Borrowing Base Compliance Certificate demonstrating the effects of removing such Project from the pool of Qualified Unencumbered Properties and the Borrowing Base in effect based on the remaining pool of Qualified Unencumbered Properties and (Bii) certifies (1) the value Unencumbered Asset Value or NOI NOI, as applicable, of such Project used in the calculations in such pro forma Borrowing Base Compliance Certificate, ; (2c) after giving effect to (i) the name removal of the owner of all or any portion of such Project, (3) the date on which such Project shall be removed from the pool of Qualified Unencumbered Properties (the “Requested Removal Date”)Properties, which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (ii) the application of this Section any proceeds or prepayments received at the time of such removal and (4iii) that there exist no Events the value of Default under this Agreement and that any Properties being added as Qualified Unencumbered Properties pursuant to Section 6.13 simultaneously with such removal, the removal of such Project Total Outstandings shall not result exceed the Borrowing Base then in any such Event of Default. The “Removal Date,” for any given Project shall be the date of the Requested Removal Date to the extent all conditions to the release of such Project set forth herein are fully satisfied and effect; and (d) no Default or Event of Default exists as of shall exist or would be caused by removing such Removal DateProject. The Upon the effective date of the removal of such Project from the pool of Qualified Unencumbered Properties shall be the Removal Date. If , (i) if the owner of such Project is a Subsidiary Guarantor and shall cease to be the owner of any Qualified Unencumbered Property upon such Removal Dateremoval, then (1) such Person shall cease to be a Subsidiary Guarantor as and shall automatically, and without further action, be released from its obligations under the Loan Documents and (2) the Equity Interests of such Removal Date. The Person (and all related collateral) shall cease to be Collateral and all security interests of the Administrative Agent hereby agrees to endeavor to provide to Borrower in the written confirmation Equity Interests of the occurrence of a Removal Date with respect to a Project promptlysuch Person (and all related collateral) shall be deemed immediately released, and in without any case within ten (10) Business Days, following its receipt and review of the materials referenced in items (i) further action and (ii) above; providedupon the request, that if and at the expense of the Borrower, the Administrative Agent does not object agrees to execute and deliver such release documents and take such other actions to acknowledge, evidence or complete any such release of such Person and the occurrence collateral assignment of the Equity Interests of such Person. If the Equity Interests of such Person that ceases to be a proposed Removal Date within such ten (10) Business Day periodSubsidiary Guarantor are represented by one or more certificates, the Administrative Agent shall be deemed to have confirmed deliver such original certificates along with assignments in blank as required under the occurrence such Removal DateCollateral Assignment Agreement.