Common use of Sale of a Property Clause in Contracts

Sale of a Property. Borrower shall be permitted at any time after the Release Date, to release any one (1) of the Projects (a “Partial Release”) from the Lien of the respective Mortgage thereon upon a bona fide third-party sale of such property, and Lender shall take such actions as are necessary to effectuate, pursuant to this Section 2.4.2, the release of the Lien of the respective Mortgage thereon (and related Loan Documents), upon satisfaction of each of the following conditions to the reasonable satisfaction of the Lender: (i) Lender shall have received from the Borrower at least sixty (60) days prior written notice (a “Partial Release Notice”) of the date proposed for such Partial Release (the “Release Date”) together with a copy of the applicable contract of sale (or an executed term sheet which states all of the material terms of the sale (provided a fully executed contract substantively in the form of the term sheet, is delivered to Lender prior to the closing of such sale and Partial Release)) and all related documents, which Release Date shall be a Payment Date or, if not a Payment Date, Borrower shall pay interest on the Partial Release Amount through the next Payment Date on the Release Date; (ii) Lender shall have the right, exercisable within thirty (30) days after the date of its receipt of the Partial Release Notice, to require that Borrower defease the Note secured by the Lien of the Mortgage encumbering the proposed Release Project in accordance with the terms and conditions of Section 2.3.3, in lieu of having a Partial Release effectuated under this Section 2.4.2 if Lender has not exercised such option in writing within such 30-day period, it shall be assumed that the Borrower shall proceed with a Partial Release pursuant to the terms of this Section 2.4.2; (iii) Borrower shall remit to the Lender on the Release Date an amount equal to, as applicable, (i) the Partial Release Amount for the applicable Project (which amount shall be determined by Lender and disclosed to Borrower within thirty (30) days after the date of Lender’s receipt of the Partial Release Notice), or (ii) the Yield Maintenance Premium for the partial defeasance, as applicable, and any amounts due under Section 2.3; (iv) the sale of such Project is pursuant to an arms’ length agreement to a third party not Affiliated with the Borrower or Guarantor; (v) no sale of any Project shall be permitted on or before the Release Date; (vi) Borrower shall pay to the Lender all sums then due and payable under the Note, this Agreement, the Mortgage and the other Loan Documents; (vii) concurrently with such sale, the Borrower owning the Project being released shall dissolve and liquidate; (viii) after giving effect to such Partial Release, each remaining Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (ix) Lender shall execute on the date of such Partial Release, a release of Lien and Borrower shall execute any related Loan Documents in connection with such Partial Release, each of which shall be prepared by Lender and in a form appropriate in the jurisdiction in which the applicable Project is located, as applicable; (x) After giving effect to such Partial Release (i.e., after deducting net operating income and debt service attributable to the Project proposed to be released), the Borrower shall have delivered an M.A.I. appraisal of the remaining Projects encumbered by the Liens of the Mortgages, the results of which shall, as determined by Lender, evidence a Loan to Value Ratio that is no greater than the Loan to Value Ratio existing immediately prior to the Partial Release; (xi) After giving effect to such Partial Release (i.e., after deducting net operating income and debt service attributable to the Project proposed to be released), the remaining Projects encumbered by the Lien of the Mortgages (excluding the Released Project) shall be no less than the greater of (i) the Debt Service Coverage Ratio for the Loan for all three (3) Projects for the 12-month period immediately preceding the Partial Release Date and (ii) the Debt Service Coverage Ratio on the date hereof, which is 1.25:1.00; (xii) the Lender shall have received from the Borrower with respect to the matters referred to in clauses (vii) and (viii), (x) statements of the Net Operating Income and Debt Service (both on a consolidated basis and separately for the applicable Project to be released for the applicable measuring period) and (y) based on the foregoing statements of Net Operating Income and Debt Service, calculations of the Debt Service Coverage Ratio for the twelve (12) month period preceding the date of Partial Release Notice with and without giving effect to the proposed Partial Release, accompanied by an officer’s certificate that such statements, calculations and information are true, correct and complete in all material respects; (xiii) Borrower, at their sole cost and expense, shall have delivered to the Lender (A) one or more endorsements to the lender’s policies of title insurance delivered to Lender on the date hereof in connection with the Mortgages insuring that, after giving effect to such Partial Release, (x) the Liens created by the remaining Mortgages and insured thereby are first priority Liens on the remaining Projects, subject only to the Permitted Encumbrances applicable to such Projects, and (y) that such policies are each in full force and effect and unaffected by such Partial Release, and (B) a copy of the final closing settlement statement for such sale; (xiv) If the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, then Lender shall have received a Rating Comfort Letter from the applicable Rating Agencies stating that the Partial Release does not result in a downgrade of the Loan or the securities of which it is a part; (xv) Borrower shall pay all of the reasonable costs and expenses incurred by Lender in connection with the sale and Partial Release of the Project and the release of such Project from the lien of the applicable Loan Documents; (xvi) no Event of Default exists and is continuing at the time of the Partial Release Notice or on the Release Date; and (xvii) Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably requested to confirm the continued validity of the Loan Documents and the Liens thereof, and shall have delivered to the Lender an officer’s certificate confirming that, to Borrower’s knowledge, the remaining Borrowers and Guarantor are not in default under, and have, as of the date of such Partial Release, no offsets, counterclaims or defenses to the indebtedness due under the Loan Documents, and to Borrower’s knowledge, the matters referred to in clause (xvi) above are true and correct, and certifying that all conditions precedent for such Partial Release contained in this Agreement have been satisfied.

Sale of a Property. Borrower shall be permitted at On any time Business Day after the Release Defeasance Lockout Expiration Date, to any Borrower may obtain its release any one (1) of the Projects (a “Partial Release”) from the Lien of the respective Mortgage thereon upon a bona fide third-party sale of such property, Loan Documents and Lender shall take such actions as are necessary to effectuate, pursuant to this Section 2.4.2, the release of the Lien of the respective Mortgage thereon (and related Loan Documents), upon satisfaction of each of the following conditions to the reasonable satisfaction of the Lender: (i) Lender shall have received any Property owned by it from the Borrower at least sixty (60) days prior written notice (a “Partial Release Notice”) of the date proposed for such Partial Release (the “Release Date”) together with a copy of the applicable contract of sale (or an executed term sheet which states all of the material terms of the sale (provided a fully executed contract substantively in the form of the term sheet, is delivered to Lender prior to the closing of such sale and Partial Release)) and all related documents, which Release Date shall be a Payment Date or, if not a Payment Date, Borrower shall pay interest on the Partial Release Amount through the next Payment Date on the Release Date; (ii) Lender shall have the right, exercisable within thirty (30) days after the date of its receipt of the Partial Release Notice, to require that Borrower defease the Note secured by the Lien of the Mortgage encumbering such Property (and related Loan Documents) thereon upon a sale of such Property, provided each of the proposed Release Project in accordance with the terms following conditions are satisfied: (a) Both immediately before such sale and conditions immediately thereafter, no Event of Section 2.3.3, in lieu of having a Partial Release effectuated under this Section 2.4.2 if Lender has not exercised such option in writing within such 30-day period, it Default shall be assumed that the Borrower shall proceed with a Partial Release pursuant to the terms of this Section 2.4.2continuing; (iiib) Borrower The sale of such Property is pursuant to an arm’s-length agreement to a Third Party; (c) Borrowers shall remit defease an amount of principal equal to the Lender on the Release Date an amount equal to, as applicable, (i) the Partial Release Amount for the applicable Project (which amount Property in question and Borrowers shall be determined by Lender and disclosed to Borrower within thirty (30) days after the date of Lender’s receipt satisfy all of the requirements of Section 2.4.2 with respect to such Partial Release Notice), or (ii) the Yield Maintenance Premium for the partial defeasance, as applicable, and any amounts due under Section 2.3Defeasance; (ivd) the sale of such Project is pursuant to an arms’ length agreement to a third party not Affiliated with the Borrower or Guarantor; (v) no sale of any Project shall be permitted on or before the Release Date; (vi) Borrower shall pay to the Lender all sums then due and payable under the Note, this Agreement, the Mortgage and the other Loan Documents; (vii) concurrently with such sale, the Borrower owning the Project being released shall dissolve and liquidate; (viii) after After giving effect to such Partial Releasesale, each remaining Borrower and each remaining Operating Lessee shall remain a Special Purpose Bankruptcy Remote Entity; (ixe) Lender shall execute on the date of such Partial Release, a release of Lien and Borrower shall execute any related Loan Documents in connection with such Partial Release, each of which shall be prepared by Lender and in a form appropriate in the jurisdiction in which the applicable Project is located, as applicable; (x) After after giving effect to such Partial Release (i.e., after deducting net operating income sale and debt service attributable to the Project proposed to be released)Defeasance, the Borrower shall have delivered an M.A.I. appraisal Debt Service Coverage Ratio for all of the Properties then remaining Projects encumbered by subject to the Liens of the Mortgages, the results of which shall, as determined by Lender, evidence a Loan to Value Ratio that is no greater than the Loan to Value Ratio existing immediately prior to the Partial Release; (xi) After giving effect to such Partial Release (i.e., after deducting net operating income and debt service attributable to the Project proposed to be released), the remaining Projects encumbered by the Lien of the Mortgages (excluding the Released Project) Documents shall be no less than the greater of (i) the Debt Service Coverage Ratio for the Loan for all three (3) Projects for the 12-month period immediately preceding the Partial Release Date such sale and (ii) 2.69:1.00, which is the Debt Service Coverage Ratio on as of the date hereof, which is 1.25:1.00Closing Date; (xiif) the Lender shall have received from the Borrower with respect to the matters referred to in clauses (vii) and (viii), (x) statements of the Net Operating Income and Debt Service (both on a consolidated basis and separately for the applicable Project to be released for the applicable measuring period) and (y) based on the foregoing statements of Net Operating Income and Debt Service, calculations of the Debt Service Coverage Ratio for the twelve (12) month period preceding the date of Partial Release Notice with and without giving effect to the proposed Partial Release, accompanied by an officer’s certificate that such statements, calculations and information are true, correct and complete in all material respects; (xiii) Borrower, at their sole cost and expense, shall have delivered to the Lender (A) one or more endorsements to the lender’s policies of title insurance delivered to Lender on the date hereof in connection with the Mortgages insuring that, after giving effect to such Partial Releasesale and Defeasance, the LTV Percentage for all of the Properties then remaining subject to the Liens of the Loan Documents shall be no more than the lesser of (xi) the Liens created LTV Percentage immediately preceding such sale and (ii) 59.5%, which is the LTV Percentage as of the Closing Date; (g) The representations and warranties made by Borrowers, Operating Lessees and Guarantors in this Agreement and the remaining Mortgages and insured thereby are first priority Liens on the remaining Projects, subject only other Loan Documents (other than to the Permitted Encumbrances applicable extent such representations and warranties relate to the Property to be released from the Lien of the Loan Documents) shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such Projectssale); (h) Borrowers shall have given Lender at least twenty (20) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale, and drafts of any applicable release documents (ywhich shall be subject to Lender’s approval, such approval not to be unreasonably withheld); (i) that such policies are each in full force and effect and unaffected by such Partial Release, and (B) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale on or prior to the date of the closing of such sale; (xivj) If the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, then Lender Borrowers shall have received a Rating Comfort Letter from the applicable Rating Agencies stating that the Partial Release does not result in a downgrade of the Loan or the securities of which it is a part; (xv) Borrower shall pay paid to Lender all of the reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the a sale and Partial Release of the Project and the release of such Project from the lien of the applicable Loan Documentsa Property; (xvik) no Event Borrowers shall deliver (or cause to be delivered) to Lender and each Rating Agency, an opinion of Default exists and is continuing at the time counsel such that such release would not cause a “significant modification” of the Partial Release Notice Loan, as such term is defined in Treasury Regulations Section 1.860G-2(b); (l) after giving effect to such transfer and Defeasance, the ratio of the unpaid principal balance of the Loan to the value of the Properties remaining subject to the Lien of the Loan Documents (such value to be determined by the Lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and which shall exclude the value of personal property or on the Release Dategoing concern value, if any) is no more than one hundred and twenty five percent (125%); and (xviim) Borrower Borrowers, Operating Lessees and Guarantor Guarantors shall execute and deliver such documents as Lender may reasonably requested request to confirm the continued validity of the Loan Documents and the Liens thereof, and shall have delivered to the Lender an officer’s certificate confirming that, to Borrower’s knowledge, the remaining Borrowers and Guarantor are not in default under, and have, as of the date of such Partial Release, no offsets, counterclaims or defenses to the indebtedness due under the Loan Documents, and to Borrower’s knowledge, the matters referred to in clause (xvi) above are true and correct, and certifying that all conditions precedent for such Partial Release contained in this Agreement have been satisfied.

Sale of a Property. Borrower shall be permitted at any time after have the right to close the sale of the Pan Am Property in accordance with the provisions of the Pan Am PSA, provided that upon the closing of such sale, (i) Borrower makes a prepayment of principal in the Release DateAmount for the Pan Am Property with no Spread Maintenance Premium being due, to release any one (1ii) all of Agent’s costs and expenses (including reasonable attorneys’ fees) incurred by Agent or Lenders in connection with the closing of the Projects sale of the Pan Am Property are paid, and (a “Partial Release”iii) Agent receives an endorsement to the Title Insurance Policy for the remaining Properties insuring the continued priority of the Lien of the Mortgage and evidence of payment of any premium payable for such endorsement. For the avoidance of doubt, Pan Am Borrowers shall have the right to effectuate any such sale of the Pan Am Property even if an Event of Default has occurred and is continuing. Upon the closing of such sale, Agent shall cause the release of the Pan Am Property from the Lien of the respective Mortgage encumbering the Pan Am Property and all of the other Loan Documents and shall terminate any control agreements with respect to the Pan Am Property upon the closing of the sale of the Pan Am Property pursuant to the Pan Am PSA. In addition to the right to close the sale of the Pan Am Property as provided above, so long as no Event of Default has occurred and is continuing, on any Business Day, any Borrower may obtain its release from the Loan Documents and the release of either of the other two (2) Properties from the Lien of the Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of such propertyProperty, and Lender shall take such actions as are necessary to effectuate, pursuant to this Section 2.4.2, the release of the Lien of the respective Mortgage thereon (and related Loan Documents), upon satisfaction of provided each of the following conditions to the reasonable satisfaction of the Lenderare satisfied: (ia) Lender shall have received from the Borrower at least sixty (60) days prior written notice (a “Partial Release Notice”) of the date proposed for such Partial Release (the “Release Date”) together with a copy of the applicable contract of sale (or an executed term sheet which states all of the material terms of the sale (provided a fully executed contract substantively in the form of the term sheet, is delivered to Lender prior to the closing of Both immediately before such sale and Partial Release)) and all related documentsimmediately thereafter, which Release Date no Event of Default shall be a Payment Date or, if not a Payment Date, Borrower shall pay interest on the Partial Release Amount through the next Payment Date on the Release Datecontinuing; (iib) Lender shall have the right, exercisable within thirty (30) days after the date of its receipt of the Partial Release Notice, to require that Borrower defease the Note secured by the Lien of the Mortgage encumbering the proposed Release Project in accordance with the terms and conditions of Section 2.3.3, in lieu of having a Partial Release effectuated under this Section 2.4.2 if Lender has not exercised such option in writing within such 30-day period, it shall be assumed that the Borrower shall proceed with a Partial Release pursuant to the terms of this Section 2.4.2; (iii) Borrower shall remit to the Lender on the Release Date an amount equal to, as applicable, (i) the Partial Release Amount for the applicable Project (which amount shall be determined by Lender and disclosed to Borrower within thirty (30) days after the date of Lender’s receipt of the Partial Release Notice), or (ii) the Yield Maintenance Premium for the partial defeasance, as applicable, and any amounts due under Section 2.3; (iv) the The sale of such Project Property is pursuant to an arms’ arm’s-length agreement to a third party that is not Affiliated with the a Borrower or GuarantorRelated Party; (vc) no sale Agent receives an endorsement to the Title Insurance Policy for the remaining Properties insuring the continued priority of the Lien of the Mortgage and evidence of payment of any Project shall be permitted on or before the Release Datepremium payable for such endorsement; (vid) Borrower shall pay Borrowers shall: (i) make a prepayment of principal in an amount equal to the Lender all sums then due and payable under the Note, this Agreement, the Mortgage and the other Loan Documentsapplicable Release Amount; (viiii) concurrently pay to Agent any Spread Maintenance Premium on the principal being prepaid (except with respect to a sale of the Pan Am Property pursuant to the Pan Am PSA); and (iii) pay all accrued and unpaid interest on the principal being prepaid (including, if such saleprepayment is not made on a Monthly Payment Date, interest that would have accrued on such prepaid principal to, but not including, the Borrower owning the Project being released shall dissolve and liquidatenext Monthly Payment Date); (viiie) after giving effect to such Partial Release, each remaining Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (ix) Lender shall execute on the date of such Partial Release, a release of Lien sale and Borrower shall execute any related Loan Documents in connection with such Partial Release, each of which shall be prepared by Lender and in a form appropriate in the jurisdiction in which the applicable Project is located, as applicable; (x) After giving effect to such Partial Release (i.e., after deducting net operating income and debt service attributable to the Project proposed to be released)prepayment, the Borrower shall have delivered an M.A.I. appraisal Debt Yield for all of the Properties then remaining Projects encumbered by subject to the Liens of the Mortgages, the results of which shall, as determined by Lender, evidence a Loan to Value Ratio that is no greater than the Loan to Value Ratio existing immediately prior to the Partial Release; (xi) After giving effect to such Partial Release (i.e., after deducting net operating income and debt service attributable to the Project proposed to be released), the remaining Projects encumbered by the Lien of the Mortgages (excluding the Released Project) Documents shall be no less than the greater of (i) the Debt Service Coverage Ratio for the Loan for all three (3) Projects for the 12-month period Yield immediately preceding the Partial Release Date such sale and (ii) the Debt Service Coverage Ratio on the date hereof8.25%, which is 1.25:1.00the Debt Yield as of the Closing Date; (xiif) the Lender shall have received from the Borrower except with respect to the matters referred to in clauses (vii) and (viii), (x) statements a sale of the Net Operating Income and Debt Service (both on a consolidated basis and separately for the applicable Project to be released for the applicable measuring period) and (y) based on the foregoing statements of Net Operating Income and Debt Service, calculations of the Debt Service Coverage Ratio for the twelve (12) month period preceding the date of Partial Release Notice with and without giving effect Pan Am Property pursuant to the proposed Partial Release, accompanied by an officer’s certificate that such statements, calculations and information are true, correct and complete in all material respects; (xiii) Borrower, at their sole cost and expense, shall have delivered to the Lender (A) one or more endorsements to the lender’s policies of title insurance delivered to Lender on the date hereof in connection with the Mortgages insuring thatPan Am PSA, after giving effect to such Partial Releasesale and prepayment, the LTV Percentage for all of the Properties then remaining subject to the Liens of the Loan Documents shall be no more than (xA) if prior to the Stated Maturity Date, the lesser of (i) the Liens created by the remaining Mortgages and insured thereby are first priority Liens on the remaining Projects, subject only to the Permitted Encumbrances applicable to LTV Percentage immediately preceding such Projectssale, and (yii) that such policies are each in full force and effect and unaffected by such Partial Release80.5%, and which is the LTV Percentage as of the Closing Date, or (B) or if after the Stated Maturity Date, the lesser of (i) the LTV Percentage immediately preceding such sale and (ii) the LTV Percentage required hereunder in order to exercise the most recent Extension Option under Section 2.7; (g) The representations and warranties made by Borrowers, Sole Members and Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale); (h) Borrowers shall have given Agent at least sixty (60) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to Agent’s approval); (i) Borrowers shall have delivered to Agent a copy of the final closing settlement statement for such sale on or prior to the date of the closing of such sale; (xivj) If the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, then Lender Borrowers shall have received a Rating Comfort Letter from the applicable Rating Agencies stating that the Partial Release does not result in a downgrade of the Loan or the securities of which it is a part; (xv) Borrower shall pay paid to Agent all of the reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender Agent or Lenders in connection with the a sale and Partial Release of the Project and the release of such Project from the lien of the applicable Loan Documents; (xvi) no Event of Default exists and is continuing at the time of the Partial Release Notice or on the Release Datea Property; and (xviik) Borrower Borrowers, Sole Members and Guarantor shall execute and deliver such documents as Lender Agent may reasonably requested request to confirm the continued validity of the Loan Documents and the Liens thereof, and shall have delivered to the Lender an officer’s certificate confirming that, to Borrower’s knowledge, the remaining Borrowers and Guarantor are not in default under, and have, as of the date of such Partial Release, no offsets, counterclaims or defenses to the indebtedness due under the Loan Documents, and to Borrower’s knowledge, the matters referred to in clause (xvi) above are true and correct, and certifying that all conditions precedent for such Partial Release contained in this Agreement have been satisfied.

Sale of a Property. Borrower shall be permitted at On any time Business Day after the Release Defeasance Lockout Expiration Date, to any Borrower may obtain its release from the Loan Documents and the release of any one (1) of the Projects (a “Partial Release”) Property owned by it from the Lien of the respective Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide fide, arms-length, third-party sale of such propertyProperty, and Lender shall take such actions as are necessary to effectuate, pursuant to this Section 2.4.2, the release of the Lien of the respective Mortgage thereon (and related Loan Documents), upon satisfaction of provided each of the following conditions to the reasonable satisfaction of the Lenderare satisfied: (ia) Lender shall have received from the Borrower at least sixty (60) days prior written notice (a “Partial Release Notice”) of the date proposed for such Partial Release (the “Release Date”) together with a copy of the applicable contract of sale (or an executed term sheet which states all of the material terms of the sale (provided a fully executed contract substantively in the form of the term sheet, is delivered to Lender prior to the closing of Both immediately before such sale and Partial Release)) and all related documentsimmediately thereafter, which Release Date no Event of Default shall be a Payment Date or, if not a Payment Date, Borrower shall pay interest on the Partial Release Amount through the next Payment Date on the Release Datecontinuing; (iib) Lender shall have the right, exercisable within thirty (30) days after the date of its receipt of the Partial Release Notice, to require that Borrower defease the Note secured by the Lien of the Mortgage encumbering the proposed Release Project in accordance with the terms and conditions of Section 2.3.3, in lieu of having a Partial Release effectuated under this Section 2.4.2 if Lender has not exercised such option in writing within such 30-day period, it shall be assumed that the Borrower shall proceed with a Partial Release pursuant to the terms of this Section 2.4.2; (iii) Borrower shall remit to the Lender on the Release Date an amount equal to, as applicable, (i) the Partial Release Amount for the applicable Project (which amount shall be determined by Lender and disclosed to Borrower within thirty (30) days after the date of Lender’s receipt of the Partial Release Notice), or (ii) the Yield Maintenance Premium for the partial defeasance, as applicable, and any amounts due under Section 2.3; (iv) the The sale of such Project Property is pursuant to an arms’ arm’s-length agreement to a third party not Affiliated with the any Borrower or any Guarantor, and in which no Borrower and no Affiliate of any Borrower and/or any Guarantor has any beneficial interest; (vc) no sale Borrowers shall: (i) defease an amount of any Project shall be permitted on or before principal equal to the Release DateAmount for the Property in question and Borrowers shall satisfy all of the requirements of Section 2.4.2 with respect to such Partial Defeasance; (viii) Borrower in the event that, after taking into account the partial defeasance pursuant to subclause (i) above, the loan-to-value ratio of the Properties then remaining subject to the Lien of the Loan Documents (such value to be determined by the Lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and which shall exclude the value of personal property or going concern value, if any) is greater than one hundred and twenty-five percent (125%), the principal balance of the Loan must be prepaid by an amount such that the ratio of the unpaid principal balance of the Loan evidenced by the Undefeased Note (after taking into account any Partial Defeasance) to the value of the Properties securing such Undefeased Note is less than one hundred and twenty-five percent (125%) (such value to be determined by the Lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and which shall exclude the value of personal property or going concern value, if any); and (iii) if applicable, pay to Lender any Prepayment Fee on the Lender principal being prepaid pursuant to subclause (ii) above; and (iv) if applicable, pay all sums then due accrued and payable under the Noteunpaid interest on any principal being prepaid pursuant to subclause (ii) above (including, this Agreementif such prepayment is not made on a Monthly Payment Date, interest that would have accrued on such prepaid principal to, but not including, the Mortgage and the other Loan Documentsnext Monthly Payment Date); (viid) concurrently with After giving effect to such sale, each remaining Borrower and each remaining SPC Party shall remain a Special Purpose Bankruptcy Remote Entity and the Borrower owning the Project Property being released shall dissolve and liquidate; (viii) after giving effect to such Partial Release, each remaining Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (ix) Lender shall execute on the date of such Partial Release, a release of Lien and Borrower shall execute any related Loan Documents in connection with such Partial Release, each of which shall be prepared by Lender and in a form appropriate in the jurisdiction in which the applicable Project is located, as applicable; (xe) After giving effect to such Partial Release (i.e., after deducting net operating income sale and debt service attributable to the Project proposed to be released)Defeasance, the Borrower shall have delivered an M.A.I. appraisal Debt Service Coverage Ratio for all of the Properties then remaining Projects encumbered by subject to the Liens of the Mortgages, the results of which shall, as determined by Lender, evidence a Loan to Value Ratio that is no greater than the Loan to Value Ratio existing immediately prior to the Partial Release; (xi) After giving effect to such Partial Release (i.e., after deducting net operating income and debt service attributable to the Project proposed to be released), the remaining Projects encumbered by the Lien of the Mortgages (excluding the Released Project) Documents shall be no less than the greater of (i) the Debt Service Coverage Ratio for the Loan for all three (3) Projects for the 12-month period immediately preceding the Partial Release Date such sale and (ii) 1.37:1.00, which is the Debt Service Coverage Ratio on as of the date hereofClosing Date; (f) After giving effect to such sale and Defeasance, the LTV Percentage for all of the Properties then remaining subject to the Liens of the Loan Documents shall be no more than the lesser of (i) the LTV Percentage immediately preceding such sale and (ii) 75%, which is 1.25:1.00the LTV Percentage as of the Closing Date; (xiig) The representations and warranties made by Borrowers and Guarantors in this Agreement and the Lender other Loan Documents shall have received from the Borrower with respect to the matters referred to be true and correct in clauses (vii) all material respects on and (viii), (x) statements as of the Net Operating Income and Debt Service (both on a consolidated basis and separately for the applicable Project to be released for the applicable measuring period) and (y) based on the foregoing statements of Net Operating Income and Debt Service, calculations of the Debt Service Coverage Ratio for the twelve (12) month period preceding the date of Partial Release Notice with such sale (and without giving effect to the proposed Partial Release, accompanied by an officer’s certificate that such statements, calculations and information are true, correct and complete in all material respects; (xiii) Borrower, at their sole cost and expense, shall have delivered to the Lender (A) one or more endorsements to the lender’s policies of title insurance delivered to Lender on the date hereof in connection with the Mortgages insuring that, after giving effect to such Partial Releasesale); (h) Borrowers shall have given Lender at least twenty (20) days prior written notice of such sale, (x) accompanied by a copy of the Liens created by the remaining Mortgages applicable contract of sale and insured thereby are first priority Liens on the remaining Projects, subject only to the Permitted Encumbrances applicable to such Projectsall related documents, and drafts of any applicable release documents (ywhich shall be subject to Lender’s approval); (i) that such policies are each in full force and effect and unaffected by such Partial Release, and (B) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale on or prior to the date of the closing of such sale; (xivj) If the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, then Lender Borrowers shall have received a Rating Comfort Letter from the applicable Rating Agencies stating that the Partial Release does not result in a downgrade of the Loan or the securities of which it is a part; (xv) Borrower shall pay paid to Lender all of the reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the a sale and Partial Release of the Project and the release of such Project from the lien of the applicable Loan Documentsa Property; (xvik) no Event of Default exists After giving effect to such transfer and is continuing at Defeasance, the time ratio of the Partial Release Notice unpaid principal balance of the Loan to the value of the Properties remaining subject to the Lien of the Loan Documents (such value to be determined by the Lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and which shall exclude the value of personal property or on the Release Dategoing concern value, if any) is no more than one hundred and twenty-five percent (125%); and (xviil) Borrower Borrowers and Guarantor Guarantors shall execute and deliver such documents as Lender may reasonably requested request to confirm the continued validity of the Loan Documents and the Liens thereof, and shall have delivered to the Lender an officer’s certificate confirming that, to Borrower’s knowledge, the remaining Borrowers and Guarantor are not in default under, and have, as of the date of such Partial Release, no offsets, counterclaims or defenses to the indebtedness due under the Loan Documents, and to Borrower’s knowledge, the matters referred to in clause (xvi) above are true and correct, and certifying that all conditions precedent for such Partial Release contained in this Agreement have been satisfied.

Sale of a Property. Borrower shall be permitted at On any time Business Day after the Release Defeasance Lockout Expiration Date, to any Borrower may obtain its release from the Loan Documents and the release of any one (1) of the Projects (a “Partial Release”) Property owned by it from the Lien of the respective Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide fide, arms-length, third-party sale of such propertyProperty, and Lender shall take such actions as are necessary to effectuate, pursuant to this Section 2.4.2, the release of the Lien of the respective Mortgage thereon (and related Loan Documents), upon satisfaction of provided each of the following conditions to the reasonable satisfaction of the Lenderare satisfied: (ia) Lender shall have received from the Borrower at least sixty (60) days prior written notice (a “Partial Release Notice”) of the date proposed for such Partial Release (the “Release Date”) together with a copy of the applicable contract of sale (or an executed term sheet which states all of the material terms of the sale (provided a fully executed contract substantively in the form of the term sheet, is delivered to Lender prior to the closing of Both immediately before such sale and Partial Release)) and all related documentsimmediately thereafter, which Release Date no Event of Default shall be a Payment Date or, if not a Payment Date, Borrower shall pay interest on the Partial Release Amount through the next Payment Date on the Release Datecontinuing; (iib) Lender shall have the right, exercisable within thirty (30) days after the date of its receipt of the Partial Release Notice, to require that Borrower defease the Note secured by the Lien of the Mortgage encumbering the proposed Release Project in accordance with the terms and conditions of Section 2.3.3, in lieu of having a Partial Release effectuated under this Section 2.4.2 if Lender has not exercised such option in writing within such 30-day period, it shall be assumed that the Borrower shall proceed with a Partial Release pursuant to the terms of this Section 2.4.2; (iii) Borrower shall remit to the Lender on the Release Date an amount equal to, as applicable, (i) the Partial Release Amount for the applicable Project (which amount shall be determined by Lender and disclosed to Borrower within thirty (30) days after the date of Lender’s receipt of the Partial Release Notice), or (ii) the Yield Maintenance Premium for the partial defeasance, as applicable, and any amounts due under Section 2.3; (iv) the The sale of such Project Property is pursuant to an arms’ arm’s-length agreement to a third party not Affiliated with the any Borrower or any Guarantor, and in which no Borrower and no Affiliate of any Borrower and/or any Guarantor has any beneficial interest; (vc) no sale Borrowers shall: (i) defease an amount of any Project shall be permitted on or before principal equal to the Release DateAmount for the Property in question and Borrowers shall satisfy all of the requirements of Section 2.4.2 with respect to such Partial Defeasance; (viii) Borrower in the event that, after taking into account the partial defeasance pursuant to subclause (i) above, the loan-to-value ratio of the Properties then remaining subject to the Lien of the Loan Documents (such value to be determined by the Lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and which shall exclude the value of personal property or going concern value, if any) is greater than one hundred and twenty-five percent (125%), the principal balance of the Loan must be prepaid by an amount such that the ratio of the unpaid principal balance of the Loan evidenced by the Undefeased Note (after taking into account any Partial Defeasance) to the value of the Properties securing such Undefeased Note is less than one hundred and twenty-five percent (125%) (such value to be determined by the Lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and which shall exclude the value of personal property or going concern value, if any); and (iii) if applicable, pay to Lender any Prepayment Fee on the Lender principal being prepaid pursuant to subclause (ii) above; and (iv) if applicable, pay all sums then due accrued and payable under the Noteunpaid interest on any principal being prepaid pursuant to subclause (ii) above (including, this Agreementif such prepayment is not made on a Monthly Payment Date, interest that would have accrued on such prepaid principal to, but not including, the Mortgage and the other Loan Documentsnext Monthly Payment Date); (viid) concurrently with After giving effect to such sale, each remaining Borrower and each remaining SPC Party shall remain a Special Purpose Bankruptcy Remote Entity and the Borrower owning the Project Property being released shall dissolve and liquidate; (viii) after giving effect to such Partial Release, each remaining Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (ix) Lender shall execute on the date of such Partial Release, a release of Lien and Borrower shall execute any related Loan Documents in connection with such Partial Release, each of which shall be prepared by Lender and in a form appropriate in the jurisdiction in which the applicable Project is located, as applicable; (xe) After giving effect to such Partial Release (i.e., after deducting net operating income sale and debt service attributable to the Project proposed to be released)Defeasance, the Borrower shall have delivered an M.A.I. appraisal Debt Service Coverage Ratio for all of the Properties then remaining Projects encumbered by subject to the Liens of the Mortgages, the results of which shall, as determined by Lender, evidence a Loan to Value Ratio that is no greater than the Loan to Value Ratio existing immediately prior to the Partial Release; (xi) After giving effect to such Partial Release (i.e., after deducting net operating income and debt service attributable to the Project proposed to be released), the remaining Projects encumbered by the Lien of the Mortgages (excluding the Released Project) Documents shall be no less than the greater of (i) the Debt Service Coverage Ratio for the Loan for all three (3) Projects for the 12-month period immediately preceding the Partial Release Date such sale and (ii) [ ]:1.00, which is the Debt Service Coverage Ratio on as of the date hereofClosing Date; Table of Contents (f) After giving effect to such sale and Defeasance, the LTV Percentage for all of the Properties then remaining subject to the Liens of the Loan Documents shall be no more than the lesser of (i) the LTV Percentage immediately preceding such sale and (ii) [ ]%, which is 1.25:1.00the LTV Percentage as of the Closing Date; (xiig) The representations and warranties made by Borrowers and Guarantors in this Agreement and the Lender other Loan Documents shall have received from the Borrower with respect to the matters referred to be true and correct in clauses (vii) all material respects on and (viii), (x) statements as of the Net Operating Income and Debt Service (both on a consolidated basis and separately for the applicable Project to be released for the applicable measuring period) and (y) based on the foregoing statements of Net Operating Income and Debt Service, calculations of the Debt Service Coverage Ratio for the twelve (12) month period preceding the date of Partial Release Notice with such sale (and without giving effect to the proposed Partial Release, accompanied by an officer’s certificate that such statements, calculations and information are true, correct and complete in all material respects; (xiii) Borrower, at their sole cost and expense, shall have delivered to the Lender (A) one or more endorsements to the lender’s policies of title insurance delivered to Lender on the date hereof in connection with the Mortgages insuring that, after giving effect to such Partial Releasesale); (h) Borrowers shall have given Lender at least twenty (20) days prior written notice of such sale, (x) accompanied by a copy of the Liens created by the remaining Mortgages applicable contract of sale and insured thereby are first priority Liens on the remaining Projects, subject only to the Permitted Encumbrances applicable to such Projectsall related documents, and drafts of any applicable release documents (ywhich shall be subject to Lender’s approval); (i) that such policies are each in full force and effect and unaffected by such Partial Release, and (B) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale on or prior to the date of the closing of such sale; (xivj) If the Loan, by itself or together with other loans, has been the subject of a Secondary Market Transaction, then Lender Borrowers shall have received a Rating Comfort Letter from the applicable Rating Agencies stating that the Partial Release does not result in a downgrade of the Loan or the securities of which it is a part; (xv) Borrower shall pay paid to Lender all of the reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with the a sale and Partial Release of the Project and the release of such Project from the lien of the applicable Loan Documentsa Property; (xvik) no Event of Default exists After giving effect to such transfer and is continuing at Defeasance, the time ratio of the Partial Release Notice unpaid principal balance of the Loan to the value of the Properties remaining subject to the Lien of the Loan Documents (such value to be determined by the Lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and which shall exclude the value of personal property or on the Release Dategoing concern value, if any) is no more than one hundred and twenty-five percent (125%); and (xviil) Borrower Borrowers and Guarantor Guarantors shall execute and deliver such documents as Lender may reasonably requested request to confirm the continued validity of the Loan Documents and the Liens thereof, and shall have delivered to the Lender an officer’s certificate confirming that, to Borrower’s knowledge, the remaining Borrowers and Guarantor are not in default under, and have, as of the date of such Partial Release, no offsets, counterclaims or defenses to the indebtedness due under the Loan Documents, and to Borrower’s knowledge, the matters referred to in clause (xvi) above are true and correct, and certifying that all conditions precedent for such Partial Release contained in this Agreement have been satisfied.