Common use of Partial Release Clause in Contracts

Partial Release. In the event that Mortgagor wishes to sell the Mortgaged Property, and if the Adjacent Premises is not be sold simultaneously, and provided that neither Mortgagor nor the owner of the Adjacent Premises is in default in the performance of any of their respective obligations under this Mortgage or any other loan documents relating to this Mortgage or the mortgage on the Adjacent Premises, and (i) the leases of the Adjacent Premises have a remaining term of at least two (2) years, or (ii) if any leases have a remaining term of less than two (2) years, ▇▇▇▇▇▇▇ Industrial, LLC shall enter into a lease of such space for the remainder of such two (2) year period (the term of which shall commence upon expiration of such existing lease(s), unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage as to the Mortgaged Property and to release all other security interests related to the Mortgaged Property for a principal payment in an amount equal to the greater of: (1) (a) 48.64% of the outstanding principal balance of the Loan, if third party tenants have remaining term of at least two (2) years, or (b) 53.51% of the outstanding principal balance of the Loan, if a lease from ▇▇▇▇▇▇▇ Industrial, LLC has been required; or (2) an amount sufficient that the Adjacent Premises is in compliance with the financial covenants set forth in Section 10 of the Mortgage with respect to the Adjacent Premises, together with payment of any prepayment and/or swap breakage fee which may be due as a result of such prepayment. If required by Mortgagee, an updated appraisal to confirm compliance with the loan to value covenant may be required. Upon release of the Mortgaged Property, Mortgagor shall be automatically released from all obligations under the Note and every other document or instrument relating to the Loan except for any obligations which expressly survive the payment of the Loan; and ▇▇▇▇▇▇▇ Industrial, LLC shall be released from all obligations under its Non-Recourse Guaranty of the Loan as they pertain to the Mortgaged Property, except for any obligations which expressly survive the payment of the Loan. The liability of Mortgagor shall remain in full force and effect as to the remaining balance due and all obligations as they pertain to the Adjacent Premises.

Partial Release. In the event that Mortgagor wishes to sell the Mortgaged Property, and if the Adjacent Premises is not be sold simultaneously, and provided that neither Mortgagor nor the owner of the Adjacent Premises is in default in the performance of any of their respective obligations under this Mortgage or any other loan documents relating to this Mortgage or the mortgage on the Adjacent Premises, and (i) the leases of the Adjacent Premises have a remaining term of at least two (2) years, or (ii) if any leases have a remaining term of less than two (2) years, ▇▇▇▇▇▇▇ Industrial, LLC shall enter into a lease of such space for the remainder of such two (2) year period (the term of which shall commence upon expiration of such existing lease(s), unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage as to the Mortgaged Property and to release all other security interests related to the Mortgaged Property for a principal payment in an amount equal to the greater of: (1) (a) 48.6451.36% of the outstanding principal balance of the Loan, if third party tenants have remaining term of at least two (2) years, or (b) 53.5156.49% of the outstanding principal balance of the Loan, if a lease from ▇▇▇▇▇▇▇ Industrial, LLC has been required; or (2) an amount sufficient that the Adjacent Premises is in compliance with the financial covenants set forth in Section 10 of the Mortgage with respect to the Adjacent Premises, together with payment of any prepayment and/or swap breakage fee which may be due as a result of such prepayment. If required by Mortgagee, an updated appraisal to confirm compliance with the loan to value covenant may be required. Upon release of the Mortgaged Property, Mortgagor shall be automatically released from all obligations under the Note and every other document or instrument relating to the Loan except for any obligations which expressly survive the payment of the Loan; and ▇▇▇▇▇▇▇ Industrial, LLC shall be released from all obligations under its Non-Recourse Guaranty of the Loan as they pertain to the Mortgaged Property, except for any obligations which expressly survive the payment of the Loan. The liability of Mortgagor shall remain in full force and effect as to the remaining balance due and all obligations as they pertain to the Adjacent Premises.

Partial Release. In Upon the event that Mortgagor wishes indefeasible payment in full of the Loan (including, without limitation, any Prepayment Amount or other amounts payable by the Borrower with respect to sell such Loan) in accordance with the Mortgaged Propertyprovisions of the Promissory Note evidencing such Loan, the security interest hereunder with respect to the Collateral shall terminate, and if the Adjacent Premises is Secured Party, at the expense of the Borrower, will execute and deliver to the Borrower the proper instruments (including UCC partial release statements) acknowledging the termination of such security interest, and will duly assign, transfer and deliver (without recourse, representation or warranty) such of the Collateral as may be in the possession of the Secured Party and has not theretofore been sold or otherwise applied or released pursuant to this Security Agreement, to the Borrower, and shall take such other action as the Borrower may reasonably request to effectuate the foregoing. Notwithstanding the foregoing to the contrary, Secured Party shall not be sold simultaneouslyrequired to release its Lien as to any Collateral, and provided that neither Mortgagor nor the owner of the Adjacent Premises is in default in the performance of any of their respective obligations under this Mortgage or any other loan documents relating to this Mortgage or the mortgage on the Adjacent Premises, and unless either: (a) (i) the leases Consolidated FCCR of the Adjacent Premises have a remaining term Consolidated Pledged Stores which will not be released, exceeds 1.25 to 1.00 for the twelve (12) month period immediately preceding the date of at least two (2) years, or payment of such Loan; and (ii) if any leases have a remaining term the aggregate indebtedness of less than two Borrower to Secured Party (2) years, ▇▇▇▇▇▇▇ Industrial, LLC shall enter into a lease of such space for the remainder of such two (2) year period (the term of which shall commence upon expiration of such existing lease(sor its Affiliates or assigns), unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage as to the Mortgaged Property and to release all other security interests related to the Mortgaged Property for a principal payment in an amount equal to the greater of: (1) (a) 48.64% of the outstanding principal balance of the Loan, if third party tenants have remaining term of at least two (2) years, or (b) 53.51% of the outstanding principal balance of the Loan, if a lease from ▇▇▇▇▇▇▇ Industrial, LLC has been required; or (2) an amount sufficient that the Adjacent Premises is in compliance with the financial covenants set forth in Section 10 of the Mortgage with respect to the Adjacent Premises, together with payment Consolidated Pledged Stores which will not be released is less than seventy percent (70.0%) of any prepayment and/or swap breakage fee which may be due as a result the value of such prepayment. If required Consolidated Pledged Stores, based upon a current appraisal performed by Mortgagee, an updated such appraisal to confirm compliance with firm regularly employed by Secured Party; and (b) the loan to value covenant may be required. Upon release of the Mortgaged PropertyCollateral and Pledged Store would not result in a decrease in the Consolidated FCCR calculated in clause (a)(i) above, Mortgagor shall be automatically released from all obligations under or in the Note loan-to-value ratio calculated in (a)(ii) above (calculated by first including the Unit FCCR and every other document or instrument relating to the Loan except for any obligations which expressly survive the payment loan-to-value ratio of the Loan; Pledged Store, and ▇▇▇▇▇▇▇ Industrial, LLC shall be released from all obligations under its Non-Recourse Guaranty of the Loan as they pertain to the Mortgaged Property, except for any obligations which expressly survive the payment of the Loan. The liability of Mortgagor shall remain in full force and effect as to the remaining balance due and all obligations as they pertain to the Adjacent Premisesthen excluding such amounts).

Partial Release. In (a) The Pledged ▇▇▇▇▇▇'s Shares shall be released (and Lender shall release common stock of GTA Inc. prior to the event that Mortgagor wishes to sell the Mortgaged Propertyrelease of partnership units of Lender unless otherwise directed by Borrower), and if shall no longer constitute collateral security for the Adjacent Premises is not be sold simultaneouslyloan, at the following times and provided that neither Mortgagor nor in accordance with the owner of the Adjacent Premises is in default in the performance of any of their respective obligations under this Mortgage or any other loan documents relating to this Mortgage or the mortgage on the Adjacent Premises, and following provisions: (i) the leases One-third (1/3) of the Adjacent Premises Pledged Lender's Shares (or an equivalent dollar amount if held in cash or other securities) at such time as the Net Operating Income with respect to the Innisbrook Property shall have a remaining term been, for each of at least the two (2) yearsprior Fiscal Years, or at least one hundred twenty percent (120%) of the Debt Service payable by Borrower for each such Fiscal Year. (ii) An aggregate of two-thirds (2/3) of the Pledged ▇▇▇▇▇▇'s Shares (or an equivalent dollar amount if any leases held in cash or other securities) at such time as the Net Operating Income with respect to the Innisbrook Property shall have a remaining term been, for each of less than the two (2) yearsprior Fiscal Years, at least one hundred and thirty percent (130%) of Debt Service payable by Borrower for each such Fiscal Year. (iii) All of the Pledged Lender's Shares (or an equivalent dollar amount if held in cash or other securities) provided that the Net Operating Income with respect to the Innisbrook Property shall have been, for each of the two (2) prior Fiscal Years, one hundred and forty percent (140%) of the Debt Service payable by Borrower for each such Fiscal Year. This release of Pledged ▇▇▇▇▇▇'s Shares shall occur simultaneously with the circumstances triggering such an adjustment as described above, without the necessity for any further action on the part of Pledgor or Secured Party (other than the execution by Secured Party of any documentation of release required pursuant to the terms of the Pledge Agreement). Notwithstanding the foregoing, in no event shall any of the Pledged ▇▇▇▇▇▇'s Shares be released until prior to the expiration of ▇▇▇▇▇▇'s obligation to make disbursements of the Tranche II Loan, including without limitation, termination of such obligation at Borrower's election, in its sole discretion. (b) The Additional Collateral shall be released, and shall no longer constitute collateral security for the Loans, on the date that the audited financial statements delivered pursuant to Section 6.10(c) demonstrate that the ratio of the Net Operating Income of the Innisbrook Property during such year (after required funding of the Capital Replacement Fund) to Debt Service, is equal to or greater than 1.135 to 1.00 on a trailing twelve (12) months basis, and Borrower has provided an Officer's Certificate to Lender certifying to that effect (such date, the "Release Date"). In addition, on the Release Date the Payment and Performance Guaranty and the Golf Hosts Guaranty and all of the obligations thereunder shall terminate and be of no further effect. Subject to the terms of the last sentence of the succeeding subparagraph, Borrower shall have the continuing right to cause the Tamarron Premises to be released prior to the Release Date upon delivery to Lender of $250,000, which amount shall be held by Lender as Additional Collateral pursuant to the terms of this Agreement. (c) Borrower shall be permitted to sell, transfer, encumber, pledge or otherwise dispose of any portion of the Additional Collateral subject to the requirements of this subparagraph. The proceeds of any Additional Collateraly shall be invested in Collateral, Additional Collateral or, to the extent not included within the Additional Collateral, the Innisbrook Premises or held by Lender as Additional Collateral pursuant to arrangements reasonably acceptable to Lender, all as more particularly set forth in the Security Agreement. Provided no Event of Default or Potential Event of Default then exists hereunder, ▇▇▇▇▇▇▇ Industrialshall execute any and all necessary release documents to evidence such release upon receipt by Lender of an Officer's Certificate certifying to Lender that (i) such property is being sold or, LLC shall enter into a lease of such space for the remainder of such two (2) year period (the term of which shall commence upon expiration of such existing lease(s), unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage as to the Mortgaged Property and to release all other security interests related to the Mortgaged Property for a principal payment in an amount equal to the greater of: (1) (a) 48.64% of the outstanding principal balance of the Loan, if third party tenants have remaining term of at least two (2) years, or (b) 53.51% of the outstanding principal balance of the Loan, if a lease from ▇▇▇▇▇▇▇ Industrial, LLC has been required; or (2) an amount sufficient that the Adjacent Premises is in compliance with the financial covenants set forth in Section 10 of the Mortgage with respect to the Adjacent Premisesany Lender's Shares, together with payment pledged, to a third-party unrelated to Borrower or any affiliate of Borrower or any affiliate of any prepayment and/or swap breakage fee which may be due as a result officer, director or employee of such prepayment. If required by MortgageeBorrower or any affiliate of Borrower, or if an updated appraisal to confirm compliance with affiliate, identifying the loan to value covenant may be required. Upon release of affiliate relationship, (ii) the Mortgaged Property, Mortgagor shall be automatically released from all obligations under the Note transaction was undertaken in good faith and every other document or instrument relating to the Loan except for any obligations which expressly survive the payment of the Loan; and ▇▇▇▇▇▇▇ Industrial, LLC shall be released from all obligations under its Non-Recourse Guaranty of the Loan as they pertain to the Mortgaged Property, except for any obligations which expressly survive the payment of the Loan. The liability of Mortgagor shall remain in full force and effect as to the remaining balance due and all obligations as they pertain to the Adjacent Premises.on an arm's length

Partial Release. In The Loan is secured by, among other things, the event that Mortgagor wishes to sell the Mortgaged PropertyMortgages covering six (6) separate and distinct parcels of improved real property, which are identified on Exhibit A-1 through Exhibit A-6, annexed hereto and made a part hereof, and if all Improvements thereon. Lender agrees to release from the Adjacent Premises is not be sold simultaneously, and provided that neither Mortgagor nor the owner lien of the Adjacent Premises Mortgages and the other security documents (each, a "Release") one or more of said parcels, subject to satisfaction of the following conditions precedents: (i) Borrowers shall deliver to Lender a written request (a "RELEASE NOTICE"), not more than one hundred twenty (120) nor less than thirty (30) days before the date of any requested Release, containing among other things, the parcel that is the subject of the Release Notice (the "RELEASE PROPERTY") and the proposed date of the Release (the "RELEASE DATE"); (ii) Borrowers shall pay to Lender a release price (the "RELEASE PRICE") equal to the higher of (A) the applicable amount set forth on Schedule 12.1 with respect to the Release Property or (B) the amount required to satisfy the requirements of subsection (iii) below; (iii) the principal amount of the Loan after application of the Release Price (the "REDUCED LOAN AMOUNT") shall be no more than sixty percent (60%) of Lender's then underwritten value of the Projects other than the Release Property (the "REMAINING PROJECTS") and the value of the Remaining Projects shall be not less than $35,000,000, based on (I) Appraisals of the Remaining Projects reasonably acceptable to Lender and dated within three (3) months of the projected release date and (II) the underwriting criteria and methodology applied by Lender generally to properties similar to the Real Property at the time of the Release Notice; (iv) no Default shall have occurred and be continuing and no Event of Default shall have occurred on either or both of (A) the date on which the Release Notice is delivered to Lender or (B) the date on which the actual Release would occur; (v) the representations and warranties made by Borrowers in default this Agreement and in the performance other Loan Documents shall be true and correct in all material respects on and as of the Release Date with the same force and effect as if made on and as of such date; (vi) Borrowers shall deliver to Lender an Officer's Certificate confirming the satisfaction of the conditions set forth in the foregoing clauses; (vii) Borrowers shall have executed and delivered or caused to be executed and delivered to Lender (i) amendments and/or modifications of any of their respective obligations the Loan Documents as reasonably required by Lender, (ii) reaffirmations of any Guaranty and (iii) such other agreements as Lender may reasonably require to reflect the release of Property; (viii) Borrowers shall pay all costs and expenses incurred by Lender in connection with the Release and the determination of the Release, including, without limitation, Lender's reasonable attorney's fees and expenses; and (ix) Borrowers shall have paid to Lender on or before the Release Date, by wire transfer of immediately available funds, (A) the Release Price, as a principal prepayment under this Mortgage the Loan, (B) all accrued interest, costs, prepayment premiums or any other loan documents fees relating to this Mortgage or the mortgage on the Adjacent PremisesRelease, and (C) the Exit Fee (if any), to the extent payable by reason of the Release and the principal repayment relating thereto. In connection with Lender's review of the above conditions, Borrowers shall provide Lender with such information as Lender may reasonably require, including, but not limited to, the following: (i) operating statements for the leases of Remaining Projects for the Adjacent Premises have a remaining term of at least two trailing twelve (212) years, or months; (ii) if a then-current rent roll/census report for the Real Property; (iii) evidence of no material adverse change in the condition of Borrowers, the Remaining Projects and any leases have a remaining term Guarantor from the Closing Date; and (iv) an updated or new Appraisal of less than two (2) yearsthe Remaining Projects. Upon release of the Release Property, Lender shall notify the applicable bank that Lender has also released its rights to any Clearing Account or Governmental Clearing Account into which income from the Release Property is deposited. EXECUTED as of the date first set forth above. 4499 ACUSHNET AVENUE, LLC B▇: ▇▇▇ ▇▇▇▇▇▇▇▇▇ Industrial▇▇▇tnership, L.P. Its Sole Member By: /s/ R. Steven Hamner ------------------------------------ R. Steven Hamner Executive ▇▇▇▇ ▇▇▇▇▇▇▇▇t and CFO 8451 PEARL STREET, LLC shall enter into a lease of such space for the remainder of such two (2) year period (the term of which shall commence upon expiration of such existing lease(s), unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage as to the Mortgaged Property and to release all other security interests related to the Mortgaged Property for a principal payment in an amount equal to the greater ofBy: (1) (a) 48.64% of the outstanding principal balance of the Loan, if third party tenants have remaining term of at least two (2) years, or (b) 53.51% of the outstanding principal balance of the Loan, if a lease from ▇▇▇ ▇▇▇▇▇▇▇▇▇ Industrial▇▇▇tnership, L.P. Its Sole Member By: /s/ R. Steven Hamner ------------------------------------ R. Steven Hamner Executive ▇▇▇▇ ▇▇▇▇▇▇▇▇t and CFO 92 BRICK ROAD, LLC has been required; or (2) an amount sufficient that the Adjacent Premises is in compliance with the financial covenants set forth in Section 10 of the Mortgage with respect to the Adjacent PremisesBy: MPT Operating Partnership, together with payment of any prepayment and/or swap breakage fee which may be due as a result of such prepayment. If required by MortgageeL.P. Its Sole Member By: /s/ R. Steven Hamner ------------------------------------ R. Steven Hamner Executive ▇▇▇▇ ▇▇▇▇▇▇▇▇t and CFO 1300 CAMPBELL LANE, an updated appraisal to confirm compliance with the loan to value covenant may be required. Upon release of the Mortgaged Property, Mortgagor shall be automatically released from all obligations under the Note and every other document or instrument relating to the Loan except for any obligations which expressly survive the payment of the Loan; and LLC By: ▇▇▇ ▇▇▇▇▇▇▇▇▇ Industrial▇▇▇tnership, L.P. Its Sole Member By: /s/ R. Steven Hamner ------------------------------------ R. Steven Hamner Executive ▇▇▇▇ ▇▇▇▇▇▇▇▇t and CFO KENTFIELD THCI HOLDING COMPANY LLC By: MPT Operating Partnership, L.P. Its Sole Member By: /s/ R. Steven Hamner ------------------------------------ R. Steven Hamner Executive ▇▇▇▇ ▇▇▇▇▇▇▇▇t and CFO SAN JOAQUIN HEALTH CARE ASSOCIATES, LP By: MPT of California, LLC Its General Partner By: MPT Operating Partnership, L.P. Its Sole Member By: /s/ R. Steven Hamner ------------------------------------ R. Steven Hamner Executive ▇▇▇▇ ▇▇▇▇▇▇▇▇t and CFO [Signatures continued on next page] LENDER: MERRILL LYNCH CAPITAL, a division of ▇▇▇▇ill Lynch Business Financial ▇▇r▇▇▇▇▇ Inc., a Delaware corporation By: /s/ Garret W. Fletcher ------------------------------------ Name: Garret W. Fletcher Title: Vi▇▇ ▇▇▇▇▇▇▇▇▇ APPENDIX A FINANCIAL COVENANTS 1. INTEREST COVERAGE RATIO (EBITDA/INTEREST EXPENSE). The Interest Coverage Ratio shall be released from all obligations under its Non-Recourse Guaranty a minimum of 2 to1 for the Loan as they pertain to first Defined Period after the Mortgaged Property, except Closing Date and for any obligations which expressly survive the payment of the Loan. The liability of Mortgagor shall remain in full force and effect as to the remaining balance due and all obligations as they pertain to the Adjacent Premiseseach subsequent Defined Period thereafter.

Partial Release. In Provided the Prepayment Lockout Period has expired for the Loan selected by the Company for prepayment, Company shall have the right, exercisable from time to time, to release all (but not less than all) of a Project from the lien of the Mortgage encumbering such Project (such Project is a “Release Property”) upon the following terms and conditions: (i) Company shall pay (1) one hundred ten percent (110%) (which percentage shall be adjusted, up or down, in the event that Mortgagor wishes there are at least three (3) Project Loans entered into pursuant to sell this Agreement, such that the Mortgaged amount required to be prepaid will be the amount necessary to cause the Projects remaining after release of the Release Property to satisfy the Loan to Value Ratio set forth in clause (iv) below) of the Allocated Loan Amount for the Release Property, and if the Adjacent Premises is not be sold simultaneously, and provided that neither Mortgagor nor the owner of the Adjacent Premises is in default in the performance of any of their respective obligations under this Mortgage or any other loan documents relating to this Mortgage or the mortgage on the Adjacent Premises, and (i) the leases of the Adjacent Premises have a remaining term of at least two (2) years, or the required Prepayment Fee and (3) a processing fee equal to $10,000; (ii) if any leases no Event of Default shall have a occurred and be continuing; (iii) giving effect to the potential release, the Debt Service Coverage Ratio for the immediately succeeding twelve (12) month period of the balance of the Project remaining term after the release of the Release Property (the “Remaining Property”) shall be no less than two 1.60 to 1; (2iv) yearsgiving effect to the potential release, ▇▇▇▇▇▇▇ Industrial, LLC the Loan to Value Ratio of the Remaining Property shall enter into a lease of such space not be greater than fifty-five percent (55%) as determined by Lender in its reasonable discretion; (v) for the remainder Remaining Property, the rent rolls, tenants, and terms of such two the leases must be satisfactory to Lender in its sole discretion; (2vi) year period (simultaneous with the term of which shall commence upon expiration of such existing lease(s), unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage the Release Property, Company shall transfer and assign 100% of the Company’s interests in the entity that owns the Release Property to an entity that is not a Subsidiary of Company; and (vii) Company or the Project Borrower shall pay all costs and expenses incurred by Lender in connection with any release permitted by this Section 3.4, including title insurance premiums, documentation costs and reasonable attorneys’ fees. To satisfy the requirements of Sections 3.3 and 3.4, Company may, or may cause the applicable Project Borrower(s) to, make a partial prepayment of one or more of the Loans, as so elected by Company and so long as any such Loan is not then subject to a Prepayment Lockout Period, together with the Mortgaged Property applicable portion of the Prepayment Fee then due and to release all other security interests related to the Mortgaged Property for a principal payment payable, in an amount equal to the greater of: (1) (a) 48.64% not in excess of the outstanding principal balance of amount required to satisfy the Loan, if third party tenants have remaining term of at least two (2) years, or (b) 53.51% of the outstanding principal balance of the Loan, if a lease from ▇▇▇▇▇▇▇ Industrial, LLC has been required; or (2) an amount sufficient that the Adjacent Premises is in compliance with the financial covenants requirements set forth in Section 10 3.3 or 3.4, as applicable. No release of a Release Property or a Replaced Property shall release the Mortgage Company or the applicable Project Borrower from its obligations under the Loan Documents or this Agreement with respect to events arising or occurring prior to the Adjacent Premisesdate of any release permitted pursuant to Section 3.3 or 3.4 above. Upon satisfaction of the foregoing conditions Lender shall deliver to Company and the applicable Project Borrowers the applicable Project Note marked “Cancelled” and “Paid in Full” to the extent the same has been paid in full, together with payment sufficient releases of any prepayment and/or swap breakage fee which lien, satisfactions or reconveyances of mortgages, UCC-3 Terminations and such other documents as may be due as a result required to effectively release the Released Property from the Project Loan Documents and sufficient UCC-3 Terminations and other release documents to terminate the pledges by Company in such Project Borrowers (and any applicable Subsidiaries of Company which own interests in such prepayment. If required by Mortgagee, an updated appraisal to confirm compliance with the loan to value covenant may be required. Upon release of the Mortgaged Property, Mortgagor shall be automatically released from all obligations under the Note and every other document or instrument relating to the Loan except for any obligations which expressly survive the payment of the Loan; and ▇▇▇▇▇▇▇ Industrial, LLC shall be released from all obligations under its Non-Recourse Guaranty of the Loan as they pertain to the Mortgaged Property, except for any obligations which expressly survive the payment of the Loan. The liability of Mortgagor shall remain in full force and effect as to the remaining balance due and all obligations as they pertain to the Adjacent PremisesProject Borrowers).

Partial Release. In the event that Mortgagor wishes Borrowers desire to sell a Partial Release Parcel and in connection therewith release such Partial Release Parcel from the Mortgaged Property, and if the Adjacent Premises is not be sold simultaneously, and provided that neither Mortgagor nor the owner Lien of the Adjacent Premises is in default in Mortgage (each, a “Partial Release”), then, upon not less than thirty (30) days’ prior written request, Administrative Agent (on behalf of Lenders) will release the performance lien of the Mortgage against such Partial Release Parcel upon satisfaction of each of the following conditions: (a) As of the date of ▇▇▇▇▇▇▇▇▇’ request for release and as of the date of the proposed release (the “Proposed Release Date”), no Default or Event of Default under any of their respective obligations the Loan Documents has occurred and is then continuing and Borrowers are not under this Mortgage or any other loan documents relating a Cash Sweep Period; (b) Borrowers shall have delivered to this Mortgage or the mortgage on the Adjacent PremisesAdministrative Agent and Lenders with respect to a Partial Release, and (i) the leases a copy of the Adjacent Premises have a remaining term of at least two (2) yearssale contract and all amendments thereto, or (ii) if any leases have a remaining term copy of less than two (2) years, the proposed closing statement to be executed by ▇▇▇▇▇▇▇▇▇ Industrial, LLC shall enter into a lease of such space for and the remainder of such two (2) year period (the term of which shall commence upon expiration of such existing lease(spurchaser(s), unless they and (iii) such information regarding the purchaser(s) as Administrative Agent may reasonably request; (c) Administrative Agent shall thereafter be extended or renewed), Mortgagee agrees to provide have received on the Proposed Release Date a release prepayment of mortgage as to the Mortgaged Property and to release all other security interests related to Term Loans in the Mortgaged Property for a principal payment in an amount equal to the greater of: one hundred five percent (1105%) (a) 48.64% of the outstanding principal balance Allocated Amount attributable to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the applicable proportionate amount of the LoanPrepayment Premium shall be due and payable; (d) Borrower shall deliver, if third party tenants have remaining term of together with such request for the Partial Release, a pro forma Compliance Certificate showing that both before and after giving effect to such Partial Release (i) the Debt Yield (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) shall be at least two twelve percent (212.00%) yearsand (ii) the Debt Service Coverage Ratio (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) is not less than 1.35 to 1.00, or provided, that for purposes of this clause (bd), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount. (e) 53.51% The sale shall be to a bona fide purchaser that is not an Affiliate of the outstanding principal balance of the Loan, if a lease from Borrower in a bona fide cash sale transaction for not less than fair market value. (f) ▇▇▇▇▇▇▇▇▇ Industrial, LLC has been requiredand Guarantor shall have executed and delivered to Administrative Agent such reaffirmations and amendments to the Loan Documents as Administrative Agent may reasonably require in connection with such release; or and (2g) an amount sufficient that No more than five (5) Healthcare Facilities (taken in the Adjacent Premises is aggregate with all other Partial Releases hereunder) shall be released during the term of this Agreement (without Administrative Agent’s prior written consent in compliance with its discretion). (h) Upon receipt of the financial covenants amounts set forth in clause (c) of this Section 10 2.7, the Administrative Agent shall have the right to proportionately reduce the Term Loan Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five percent (105%) of the Mortgage with respect to the Adjacent Premises, together with payment of any prepayment and/or swap breakage fee which may be due as a result of such prepayment. If required by Mortgagee, an updated appraisal to confirm compliance with the loan to value covenant may be required. Upon release unfunded portion of the Mortgaged Property, Mortgagor shall be automatically Delayed Draw Loans allocated to such Partial Release Parcel so released from all obligations under the Note and every other document or instrument relating to the Loan except for any obligations which expressly survive the payment of the Loan; and ▇▇▇▇▇▇▇ Industrial, LLC shall be released from all obligations under its Non-Recourse Guaranty of the Loan as they pertain to the Mortgaged Property, except for any obligations which expressly survive the payment of the Loan. The liability of Mortgagor shall remain in full force and effect as to the remaining balance due and all obligations as they pertain to the Adjacent Premisesset forth on Schedule 2.7.