Common use of Partial Release Clause in Contracts

Partial Release. If (i) any of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.02(b)), then upon written request delivered to the Administrative Agent, the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released.

Partial Release. If Borrower shall have the right to cause no more than three (3) Individual Properties (each a “Release Property”) to be released from the lien of the related Security Instrument (the “Release Security Instrument”) and the Loan Documents upon a Partial Defeasance Event in connection with a bona-fide sale to a non-affiliated third-party, provided: (a) no Event of Default under any Loan Documents shall have occurred and be continuing; (b) the Debt Yield of the Remaining Property shall be no less than the greater of (i) any of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) 11.0% or (ii) the Debt Yield of all Properties, including the Release Property, prior to the release; (c) the weighted average remaining lease term of the Leases of the Remaining Property must not be less than the weighted average remaining lease term of the Leases of all Individual Properties, including the Release Property, prior to such release; (d) the weighted average credit rating of the Tenants of the Remaining Property must not be less than the weighted average credit rating of the Tenants of all Individual Properties, including the Release Property, prior to such release; (e) Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, a Rating Agency Confirmation in connection with the release of such Lien is approvedthe Release Loan; (f) Borrower shall procure from the title company which issued the title insurance policy to Lender an endorsement to Lender’s title insurance policy reasonably acceptable to Lender which shall provide, authorized or ratified in writing by inter alia, that the Majority Lenders (or such other percentage lien and priority of the Lenders whose consent may Security Instrument, other than the Release Security Instrument, as to the Property, other than the Release Property (the “Remaining Property”) shall be required unaffected as a result of the release of the Release Property and that such Security Instruments shall continue to constitute a valid first lien, and Borrower shall further cause such title company to issue such further endorsements as Lender shall reasonably require; (g) Borrower shall deliver to Lender an opinion of counsel for Release Borrower that is standard in accordance commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, that the Securitization of the Loan will not fail to maintain its status as a REMIC Trust as a result of the release; (h) Borrower shall pay to Lender all costs and expenses (including without limitation, all third-party reports, Rating Agency costs, title charges and reasonable attorneys’ fees and disbursements) paid or incurred by Lender in connection with Borrower’s rights arising under this Section 12.02(b)2.9; (i) Notwithstanding the foregoing provisions of this Section 2.9 or anything herein to the contrary, this Section 2.9 is subject to the terms of Section 11.3 hereof; and (j) Borrower shall simultaneously with the release of the Release Property transfer title to the Release Property to a person(s), then upon written request delivered to the Administrative Agentparty(ies) or entity(ies) other than Borrower or any person, the Administrative Agent, at the sole expense party or entity owned or controlled by Borrower or any Affiliate of the Borrower and the SPE Component Entity shall transfer all ownership interests in the applicable Subsidiary GuarantorBorrower of such Release Party to a person(s), shall promptly execute and deliver to the party(ies) or entity(ies) other than Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence SPE Component Entity. In the release of Liens on such Collateral created under event the applicable Loan Documents; provided that Borrower is Golden Arrow Clermont FL LLC, the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement Deposit Account and the other Loan Documents, and (y) no Collateral other than the Collateral required Cash Management Account shall be transferred to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being releasedanother Borrower.

Partial Release. If (i) any of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders and Secured Swap Parties whose consent may be required in accordance with Section 12.02(b)), then upon written request delivered to the Administrative Agent, the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty Guarantee and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released.

Partial Release. If fifty percent (50%) or more of the Improvements located on the Property is taken or destroyed as described in Section 1.9(c) hereinabove, Beneficiary may require a prepayment of the Olympia Note pursuant to such Section 1.9(c) whether or not the proceeds from such taking or destruction are adequate to fund such prepayment. The amount of such partial prepayment (the "Casualty Release Payment") shall equal the greater of (i) any of the Collateral shall be soldcasualty or condemnation proceeds, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders Minimum Release Payment (or such other percentage hereinafter defined). Upon payment of the Lenders whose Casualty Release Payment, Beneficiary shall give written consent may be required in accordance with Section 12.02(b)), then upon written request delivered to the Administrative Agent, the Administrative Agent, at the sole expense Grantor to a release (a "Casualty Release") of the Borrower Property upon the satisfaction (in the determination of Beneficiary) of the following conditions precedent (singularly and the applicable Subsidiary Guarantor, shall promptly execute collectively referred to as a "Casualty Release Condition"): (a) Any and deliver all sums then due and payable to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations Beneficiary under the Loan Documents shall be fully paid (including, without limitation, any guarantee principal and interest under the Guaranty and Collateral AgreementGrand Note) and no Event of Default (as described in Article II herein) shall exist and be continuing, nor shall Beneficiary have given Grantor notice of any Liens on event or condition which, with the Property passage of such Guarantor granted pursuant to time or the Security Instruments giving of notice (or both), could result in an Event of Default if not cured by Grantor. (b) Grantor shall have established a good record in the event that (i) all the capital stock or other Equity Interests payment of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by sums when due under the Loan Documents. (c) Grantor shall submit a prepared release instrument (the "Casualty Release Instrument") in form and substance satisfactory to Beneficiary and any information necessary for Beneficiary to process the Casualty Release Instrument, including a lot and block or metes and bounds description of the Property, the name and address of the title insurance company to whose attention the Casualty Release Instrument should be directed, numbers that reference the Casualty Release Instrument (ii) upon written request i.e., tax parcel numbers, title company order numbers, release numbers, etc.), the date when the Casualty Release is to become effective, the name and address of the prospective purchaser of the Property, the intended use thereof, and such other documents and information as Beneficiary may reasonably request. The Casualty Release Instrument shall be delivered, in escrow, by the Borrower Beneficiary to the Administrative Agenttitle company so designated, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiaryheld, released, delivered and recorded in accordance with Beneficiary's escrow instructions, which shall require delivery of the Casualty Release Payment to Beneficiary prior to delivery and recordation of the Casualty Release Instrument and the satisfaction of all Casualty Release Conditions. In such event, no event shall the Administrative Agent, at the sole expense execution and delivery of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower a Casualty Release Instrument effect any of Beneficiary's obligations under this Mortgage or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents. (d) All reasonable costs and expenses incurred by Beneficiary (and any servicer of the Grand Loan) in connection with the review, approval and execution of any Casualty Release shall be paid by Grantor prior to and as a condition of the execution of any Casualty Release Instrument, including (but not limited to) the Administration Fee (hereafter described), reasonable attorneys' fees, all costs and expenses of Beneficiary (and any servicer of the Grand Loan) incurred in connection with obtaining any engineering reports, opinions and consents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required endorsement to the Title Policy. All recording fees and taxes are to be released is being releasedpaid by Grantor. (e) Payment to Beneficiary of an administrative fee (the "Administration Fee") in the amount of $500.00. (f) The satisfaction of such other conditions precedent as Beneficiary may reasonably require.

Partial Release. If (a) At any time prior to the Maturity Date, Agent shall, at Borrower Agent’s request, issue partial reconveyances, satisfactions or releases of a Security Instrument (each a “Partial Release”) with respect to any Leasing Real Property Collateral (and other collateral) (each, a “Release Property”), and the Obligor that owns such Release Property shall be released from its Obligations under the Loan Documents and shall no longer constitute a “Guarantor” hereunder, and Agent shall promptly return the Security Instrument and all other Security Documents related to such Release Property; provided, however, that prior to or simultaneously with each such Partial Release each and every one of the following conditions shall be satisfied or waived by Agent: (i) No Event of Default shall exist under the Loan Documents, nor would any occur as a result of any Partial Release, nor shall such Partial Release cause an Overadvance unless Borrowers pay simultaneously to Agent the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition sums required to the Borrower or another Subsidiary Guarantor) or avoid such Overadvance; and (ii) Agent shall have received any and all sums then due and payable under the release of Loan Documents, together with, if such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required Security Instrument was recorded in accordance with Section 12.02(b))8.8 and Section 11.6, then upon written request delivered to all escrow, closing and recording costs, the Administrative costs of preparing and delivering such partial reconveyance, satisfaction or release and the cost of any title insurance endorsements reasonably required by Agent, the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, a partial reconveyance or release endorsement. (b) Neither the acceptance of any guarantee payment nor the issuance of any Partial Release by Agent shall affect Borrower’s obligation to repay all amounts owing under the Guaranty and Collateral Agreement) and any Liens Loan Documents or under the Lien of the Security Instrument on the remainder of the Leasing Real Property of such Guarantor granted pursuant Collateral which is not reconveyed, satisfied or released. Notwithstanding the foregoing to the Security Instruments contrary, in the event that (i) all any Eligible Leasing Real Property used in calculating the capital stock or other Equity Interests of such Guarantor are soldFacility I Revolver Borrowing Base becomes ineligible, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative AgentAgent may, at the sole expense request of Borrower Agent, re-calculate the Facility I Revolver Borrowing Base. If after such re-calculation (excluding the subject Leasing Real Property Collateral that has become ineligible) no Overadvance exists, then so long as no Event of Default exists at such time, Agent shall, at the request of Borrower Agent, release such formerly Eligible Leasing Real Property and the applicable Guarantor, related Guarantor from all Obligations and shall promptly execute return the Security Instrument and deliver release any Liens related to the Borrower or such formerly Eligible Leasing Real Property and such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documentsits Property, and (y) such Guarantor shall no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being releasedlonger constitute a “Guarantor” hereunder.

Partial Release. If Provided no Event of Default shall have occurred and be continuing (other than a non-monetary Event of Default that affects or is otherwise related solely to the Atrium Parcel and which Event of Default will no longer continue to exist upon such release of the Atrium Parcel), Borrower shall have the right at any time prior to the Maturity Date permit Mortgage Borrower to obtain the release (the “Partial Release”) of the Atrium Parcel from the lien of the Security Instrument thereon (and related Mortgage Loan Documents), upon the satisfaction of each of the following conditions precedent: (i) any Lender shall have received at least fifteen (15) Business Days (or a shorter period of time if permitted by Lender in its sole discretion) prior written notice requesting the release of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or Atrium Parcel; (ii) the release of such Lien is approvedBorrower shall, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with the provisions of Section 12.02(b))2.7(a) above, then upon written request delivered prepay the Loan in an amount equal to the Administrative Agent, the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents Release Price (including, without limitation, any guarantee Prepayment Premium applicable thereto); (iii) Borrower shall provide all other documentation in connection with such release as may be reasonably requested by Lender, together with an Officer’s Certificate certifying that such documentation is in compliance with all applicable Legal Requirements; (iv) Borrower shall have delivered evidence that would be reasonably satisfactory to Lender that, immediately after giving effect to the release of the Atrium Parcel, the portion of the Property remaining encumbered by the Security Instrument (the “Remaining Property”) shall (A) not, as a result of such release, fail to comply in all material respects with all applicable Legal Requirements, including, without limitation, all applicable zoning and building laws, rules, ordinances and regulations, (B) be legally subdivided and (C) constitute one or more separate tax lots; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, Lender shall be deemed to have approved the requirements of this subclause (iv) if Mortgage Lender approves the requirements set forth in Section 2.10(iv) of the Mortgage Loan Agreement; (v) Borrower shall have delivered evidence reasonably satisfactory to Lender that Mortgage Borrower has entered into a reciprocal easement agreement (in form and substance reasonably satisfactory to Lender) with the owner of the Atrium Parcel (the “Atrium REA”), which Atrium REA shall provide for easements, cross-easements and mutual or non-exclusive easements for ingress, egress, access, pedestrian walkways, parking, traffic flow, drainage, utilities and services shared by the Atrium Parcel and the Remaining Property, in each case, as deemed reasonably necessary by Lender; provided that Lender shall reasonably approve the Atrium REA upon satisfaction of certain conditions to be mutually agreed upon by Lender and Borrower in good faith. (vi) Borrower shall provide Lender with an endorsement (to the extent such endorsement is available under the Guaranty and Collateral Agreementapplicable Legal Requirements) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments Owner’s Title Policy relating to the Remaining Property that adds easements benefitting the Remaining Property created in connection with the event release of the Atrium Parcel (including any easements granted under Section 2.10(v) above) to the description of the insured estate (which endorsement shall be issued by the title insurance company that issued the Title Insurance Policy). Borrower shall cause Mezzanine A Borrower to cause Mortgage Borrower to provide Mortgage Lender with an endorsement (to the extent such endorsement is available under the applicable Legal Requirements) to the Title Insurance Policy relating to the Remaining Property (which endorsement shall be issued by the title insurance company that issued the Title Insurance Policy): (i) all confirming, in each case as of the capital stock effective date of the release of the Atrium Parcel, no change in the priority of the Security Instrument on the Remaining Property and insuring that there are no liens, mortgages, deeds of trust or other Equity Interests of such Guarantor are soldsecurity instruments, transferredas the case may be, conveyed, associated or not otherwise disposed of in a transaction permitted by the Loan Documents, encumbering the Remaining Property, (ii) upon written request by if not already part of the Borrower to insured estate in the Administrative AgentTitle Insurance Policy (and such estate is not being released), such Guarantor ceases to be a Material Subsidiary or insuring Lender’s interest in any easements benefitting the Remaining Property created in connection with the release of the Atrium Parcel (including any easements granted under Section 2.10(v) above), (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event[reserved], and (iv) insuring that the Administrative Agent, at the sole expense balance of the Borrower Remaining Property (excluding the Atrium Parcel) constitutes separate tax lots and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the has been legally subdivided; (vii) Borrower shall have delivered to Lender evidence that would be reasonably satisfactory to Lender that the Administrative Agent a written request for release identifying of the relevant Guarantor together with Atrium Parcel will not violate any term or provision of any Lease in effect at the Remaining Property at the time of the release of the Atrium Parcel, which evidence may take the form of a certification by from Borrower contained in the Officer’s Certificate referenced in Section 2.10(xiii) below; (viii) To the extent such survey is not delivered in connection with the closing of the Loan, Borrower stating shall have delivered, or caused to be delivered, a survey of the Atrium Parcel and the Remaining Property, which survey shall include a legal description of the Atrium Parcel and the Remaining Property and shall otherwise be in such form as would be reasonably satisfactory to Lender; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, Lender shall be deemed to have approved the survey required to be delivered under this subclause (viii) if (a) Mortgage Lender approves such survey pursuant to Section 2.10(viii) of the Mortgage Loan Agreement and (b) such survey is certified to Lender; (ix) Intentionally omitted; (x) that such transaction is in compliance As of the date of consummation of the Partial Release, after giving effect to the release of the Atrium Parcel from the lien of the Security Instrument, the LTV with this Agreement and respect to the other Loan Documents, and (y) remaining Property shall be no Guarantor or Collateral other greater than the Guarantor LTV as of the Closing Date (i.e., 74.8%); (xi) Borrower shall have (or Collateral required shall have caused to be released is being released.be) paid or reimbursed Lender for all out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the release of the Atrium Parcel. Borrower shall pay all recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the release of the Atrium Parcel. Borrower shall have paid all costs and expenses of the Rating Agencies incurred in connection with the release of the Atrium Parcel; (xii) Intentionally omitted;

Partial Release. If Notwithstanding paragraph (a), the Borrower shall be entitled to have any item of Collateral released from this Mortgage, which partial releases shall be in form reasonably satisfactory to Mortgagee, for the following reasons: (i) any for sale or other disposal of Collateral in accordance with the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) Credit Agreement; or (ii) to allow the release relevant Collateral to be pledged to another lender in connection with the incurrence of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage Debt permitted under Sections 7.9.4 and 7.10.4 of the Lenders whose consent may be required in accordance with Section 12.02(b))Credit Agreement, then upon written request delivered but solely to the Administrative Agent, extent the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, Lien created herein shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral be required to be released is being releasedand not subordinated as a condition thereof (and the Borrower shall use reasonable efforts to require such subordination in lieu of release). The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, If any guarantee under the Guaranty and item of Collateral Agreement) and any Liens on the Property of such Guarantor granted released pursuant to the Security Instruments in foregoing is then the event subject of a Lease from the Borrower and if the lessee has deposited with the Borrower any related cash, letter of credit, guaranty or security deposit, maintenance reserve or other cash deposit that does not constitute payment of rental under the relevant Lease, then at the time of release of the relevant Collateral the Mortgagee shall also release the related cash deposit and letter of credit. Notwithstanding the foregoing, the Borrower shall not be entitled to a release of any item of Collateral unless, at the time of such release: (i) the Borrower complies with all requirements set forth in the capital stock Credit Agreement regarding the sale, disposal or other Equity Interests transfer of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of Collateral and in a transaction permitted by the any other Loan Documents, Document; (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary there is not then existing an Default or Event of Default; and (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such eventno Default, Event of Default or Overadvance would exist immediately following the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released.

Partial Release. If (ia) any The Borrower represents and warrants to the Administrative Agent and the Lenders that, as of the Collateral shall be soldThird Amendment Effective Date, transferredeach of Horizon Organic International, conveyed or otherwise disposed of by Inc., a Delaware corporation, Horizon Organic International Holding Company, a Delaware corporation, WhiteWave International Management, LLC, a Delaware limited liability company, and Earthbound Dominican Republic, LLC, a Delaware limited liability company (each, a “Released Guarantor” and, collectively, the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.02(b)“Released Guarantors”), then upon written request delivered constitutes a Foreign Subsidiary under the Credit Agreement, and as such, is no longer required to be a Guarantor under the Credit Agreement. (b) The Administrative Agent, the Lenders and the Voting Participants in reliance upon the representations and warranties of the Borrower set forth in clause (a) above hereby agree that (i) each Released Guarantor shall be automatically released from its obligations under the Credit Agreement and each other Loan Document, including, without limitation, Article IV of the Credit Agreement and any obligation to pledge and/or grant any Collateral owned by it pursuant to any Collateral Document, (ii)(x) with respect to Horizon Organic International Holding Company and WhiteWave International Management, LLC, the pledge of the Equity Interests of such Released Guarantor to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and (y) with respect to Horizon Organic International, Inc. and Earthbound Dominican Republic, LLC (each of which constituting a “Pledge Subsidiary” under the Credit Agreement), the pledge of the Equity Interests of such Released Guarantor to the Administrative Agent pursuant to the Collateral Documents in excess of the Applicable Pledge Percentage shall be automatically released, and (iii) the security interest granted to the Administrative Agent under the Collateral Documents in any Collateral owned by the Released Guarantors shall be automatically released. The Administrative Agent agrees to deliver to the Borrower the original stock certificates of each Released Guarantor (or lost certificate affidavits in a form reasonably acceptable to the Borrower) to the extent the pledge of the Equity Interests represented by such stock certificates have been released pursuant to the foregoing, and any instruments pledged by such Released Guarantors that are in the Administrative Agent’s possession and the Administrative Agent agrees to execute and/or deliver to the Borrower, at the sole expense of the Borrower Borrower, any UCC-3 termination statements, releases of other liens, discharges, terminations and the applicable Subsidiary Guarantor, shall promptly execute and deliver to other release documentation reasonably requested by the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable in order to give evidence of the release of Liens on such Collateral created under contemplated by this Section 15. On the applicable Loan Documents; provided that the Borrower shall have delivered to Third Amendment Effective Date, the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by authorizes the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver file UCC-3 termination statements with respect to the Borrower or such Guarantor all releases, termination UCC financing statements and/or other documents reasonably necessary or desirable to evidence such release; provided that referencing the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being releasedReleased Guarantors identified on Annex III hereto.

Partial Release. If Notwithstanding paragraph (a), Owner Trustee shall be entitled to have any item of Collateral released from this Mortgage, which partial releases shall be in form reasonably satisfactory to Mortgagee, for the following reasons: (i) any for sale or other disposal of Collateral in accordance with the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) Loan Agreement; or (ii) to allow the release relevant Collateral to be pledged to another lender in connection with the incurrence of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage Debt permitted under Sections 7.12 and 7.13 of the Lenders whose consent may be required in accordance with Section 12.02(b))Loan Agreement, then upon written request delivered but solely to the Administrative Agent, extent the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, Lien created herein shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral be required to be released is being releasedand not subordinated as a condition thereof (and Owner Trustee shall use reasonable efforts to require such subordination in lieu of release). The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, If any guarantee under the Guaranty and item of Collateral Agreement) and any Liens on the Property of such Guarantor granted released pursuant to the foregoing is then the subject of a Lease from Owner Trustee and if the Lessee has deposited with Owner Trustee any Security Instruments in Deposit or related cash, letter of credit, or guaranty, a maintenance reserve or other cash deposit that does not constitute payment of rental under the event that relevant Lease, then at the time of release of the relevant Collateral the Mortgagee shall also release the related cash deposit and letter of credit. Notwithstanding the foregoing, Owner Trustee shall not be entitled to a release of any item of Collateral unless, at the time of such release: (i) Owner Trustee complies with all requirements set forth in the capital stock Loan Agreement regarding the sale, disposal or other Equity Interests transfer of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of Collateral and in a transaction permitted by the any other Loan Documents, Document; (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary there is not then existing an Default or Event of Default; and (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such eventno Default, Event of Default or Overadvance would exist immediately following the Administrative Agent, at the sole expense of the Borrower release. 1.01.01 W02-WEST:5JDA1\402518309.3 -- Owner Trustee Mortgage and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released.Security Agreement

Partial Release. If (i) any of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.02(b)), then upon written request delivered to the Administrative Collateral Agent, the Administrative Collateral Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Collateral Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Collateral Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Collateral Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Collateral Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Collateral Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released.

Partial Release. If At any time during the Term, Lessee may request that a portion of the Land (not to exceed 19.0201 acres in the aggregate) identical to the real property depicted on EXHIBIT B attached hereto (the "RELEASE PARCEL") be released from the Lease and, in accordance with the Seller's reacquisition rights set forth in the Deed, conveyed to Seller (or its affiliate), and Lessor shall release the Release Parcel from the Lease and, in accordance with the Seller's reacquisition rights set forth in the Deed, so convey the Release Parcel upon satisfaction of the following additional conditions: (i) any Seller shall have satisfied its subdivision obligations set forth in the Deed such that the Release Parcel and the remaining portion of the Collateral Leased Property shall be soldeach constitute a legally subdivided parcel of real property under the Applicable Laws, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage remaining portion of the Lenders whose consent may Leased Property shall not be required dependent upon the Release Parcel for services, utilities, parking or access unless perpetual easements have been granted for the benefit of the remaining portion of the Leased Property in form satisfactory to the Required Participants and otherwise in accordance with Applicable Laws regarding subdivision and zoning, (iii) any improvements situated on the remaining portion of the Leased Property shall be situated entirely on the remaining portion of the Leased Property and no portion of the improvements situated on the remaining portion of the Leased Property shall be situated on the portion of the Release Parcel, (iv) Lessee shall deliver to Lessor, Administrative Agent and the Participants a (x) Title Policy complying with the requirements of Section 12.02(b))6.1(r) of the Participation Agreement, then upon written request delivered or (y) endorsements to the Administrative Agentexisting Title Policies satisfactory to the Participants, in either case insuring, among other things, the Administrative Agent, at the sole expense continued lien priority of the Borrower Liens in favor of Administrative Agent and including endorsements with respect to the applicable Subsidiary Guarantorsubdivision and zoning of the Leased Property, and (v) Lessee shall promptly execute and deliver such modifications, amendments or supplements to the Borrower Operative Documents to reflect the sale of the Release Parcel as reasonably requested by Lessor or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released.

Partial Release. If (i) any of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.02(b)), then upon written request delivered to the Administrative Collateral Agent, the Administrative AgentCollateralAgent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Collateral Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Collateral Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Collateral Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Collateral Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Collateral Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released.

Partial Release. If (a) Provided no Event of Default shall have occurred and be continuing (other than with respect to a Default Release), Borrower shall have the right at any time prior to the Maturity Date to obtain the release (a “Partial Release”) of one or more Individual Properties (each such released Individual Property, the “Released Property”, and the Individual Properties remaining encumbered by the Security Instrument, the “Remaining Properties”) from the lien of the Security Instrument thereon (and related Loan Documents) and the release of the applicable Individual Borrower’s obligations under the Loan Documents with respect to such Released Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions precedent: (i) any Lender shall have received at least ten (10) Business Days’ (or a shorter period of time if permitted by Lender in its sole discretion exercised in good faith) prior written notice requesting the release of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or Released Property; (ii) Borrower shall, in accordance with the release provisions of such Lien is approvedSection 2.7(a) above, authorized or ratified partially prepay the Loan in writing by an amount equal to the Majority Lenders (Release Price or such other percentage of the Lenders whose consent amounts as may be required to be prepaid in accordance connection with Section 12.02(b)such release under clause (vi) below (together with, without limitation, any Interest Shortfall (if applicable) and, with respect to any such payment in excess of the Free Prepayment Amount, the Prepayment Premium applicable thereto), then upon written request delivered or such greater amount as may be required to satisfy the Partial Release Test as set forth in clause (vi) below; (iii) Intentionally Omitted; (iv) Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Administrative Agentdate of such release (or a shorter period of time if permitted by Lender in its sole discretion exercised in good faith), a release or assignment of lien (and related Loan Documents) for the Administrative AgentReleased Property for execution by ▇▇▇▇▇▇. Such release or assignment shall be in a form appropriate in the State in which the Released Property is located and shall contain standard provisions, at if any, protecting the sole expense rights of the releasing or assigning lenders. In addition, Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower provide all other documentation in connection with such release or such Subsidiary Guarantor all releases, termination statements and/or other documents assignment as may be reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the requested by ▇▇▇▇▇▇; (v) Borrower shall have delivered to Lender evidence reasonably satisfactory to Lender that the Administrative Agent release of the Released Property will not violate any term or provision of any Major Lease, Property Document, PILOT Lease and/or PILOT Document, or Management Agreement in effect at the Remaining Property at the time of the release of the Released Property, in each case in any material respect, which evidence may take the form of a written request certification from Borrower contained in the Officer’s Certificate referenced in Section 2.10(a)(xiii) below; (vi) As of the date of consummation of the Partial Release, after giving effect to the release of the Released Property from the lien of the related Security Instrument and the accordant partial prepayment of the Loan, the Debt Yield with respect to the Remaining Properties shall be equal to or greater than the Closing Date Debt Yield (such test, the “Partial Release Test”); provided that with respect to a release in connection with a sale to a third-party, unrelated to any Borrower, Guarantor, Sponsor, or any Affiliate thereof on a ​ ​ ​ ​ -51- ​ ​ ​ ​ bona fide arm’s-length basis, at market pricing based on a market process, if the Partial Release Test would not be satisfied after giving effect to the release of the Released Property and payment of the Release Price, then such Partial Release shall be permitted upon payment of a release price equal to the greater of (1) one hundred percent (100%) of the net sales proceeds from the disposition of such Released Property (net of reasonable and customary closing costs payable to third parties in connection with the disposition of such Released Property) and (2) the Release Price for releasesuch Released Property; provided, termination statements further, that, notwithstanding the foregoing, Borrower shall also have the right to satisfy the Partial Release Test by making an additional prepayment of the Debt, in accordance with the terms and other documents identifying conditions of Section 2.7(a) hereof (including, without limitation, payment of any applicable Interest Shortfall, Breakage Costs, and/or Prepayment Premium), in an amount which, when applied to the Borrower or such Subsidiary Guarantor repayment of the Debt, together with a certification by the applicable Release Price is sufficient such that the Partial Release Test is satisfied. Upon request from ▇▇▇▇▇▇, Borrower stating shall deliver to Lender an Officer’s Certificate confirming Borrower’s calculation of the Debt Yield with respect to the Remaining Properties; (xvii) that such transaction is in compliance with this Agreement and the Borrower shall pay all recording charges, filing fees, taxes or other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents out-of-pocket expenses (including, without limitation, any guarantee under mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the Guaranty release of the Released Property; (viii) Intentionally Omitted; (ix) Intentionally Omitted; (x) In the event that the Released Property is the last Individual Property owned by Borrower Interest Rate Cap Party, Borrower Interest Rate Cap Party shall have assigned all of its right, title and interest in and to the Interest Rate Cap Agreement to another Individual Borrower that owns one or more Properties that shall remain subject to the lien of the Security Instrument after such release (such Borrower, the “Assignee Borrower”). In connection with (and as a condition precedent to) such assignment, Assignor (as defined in the Collateral Assignment of Interest Rate Cap Agreement and which, for the avoidance of doubt, may refer to Borrower Interest Rate Cap Party or any Assignee Borrower that has assumed the interests of such Assignor pursuant to and in accordance with this Agreement) and any Liens the other Borrowers (as applicable) shall execute and deliver to Lender (i) an assumption of the existing Collateral Assignment of Interest Rate Cap Agreement reasonably acceptable to Lender (or a new collateral assignment of interest rate cap agreement in form and substance substantially similar to the Collateral Assignment of Interest Rate Cap Agreement delivered on the Property of Closing Date and otherwise reasonably acceptable to Lender) and (ii) an acknowledgment and consent to such Guarantor granted pursuant assumption or new assignment executed by Counterparty and reasonably acceptable to Lender. Any Assignee Borrower may further assign its right, title and interest in and to the Security Instruments Interest Rate Cap Agreement to another Assignee Borrower, provided all of the conditions set forth in this Section 2.10(a)(x) are satisfied; and (xi) Subsequent to such release, each remaining Individual Borrower and each SPE Component Entity shall continue to be a Single Purpose Entity pursuant to, and in accordance with, Article 5 hereof; (xii) Borrower shall have paid or reimbursed Lender and/or Servicer for all reasonable out-of-pocket costs and expenses actually incurred by ▇▇▇▇▇▇ and/or Servicer (including, without limitation, reasonable actually incurred attorneys’ fees and ​ ​ ​ ​ -52- ​ ​ ​ ​ disbursements), and shall have paid the customary fees of Servicer in connection with such release, which fee shall (A) not exceed (x) $10,000.00 in the aggregate with respect to the coordinated release (simultaneously or on or about the same date) of between one (1) and four (4) Individual Properties and (y) $20,000.00 in the aggregate with respect to the coordinated release (simultaneously or on or about the same date) of five (5) or more Individual Properties; and (xiii) Borrower shall deliver an Officer’s Certificate certifying that all requirements set forth in this Section 2.10 have been satisfied. (b) In connection with any release under this Section 2.10, in the event that such release would result in the release of all Individual Properties held by an Individual Borrower (i) all each an “Unencumbered Borrower”), such Unencumbered Borrower shall be released by Lender from the capital stock or other Equity Interests obligations of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, except with respect to those obligations that are expressly provided herein to survive repayment of the Loan. In connection with a release or cancellation of each Unencumbered Borrower, ▇▇▇▇▇▇ agrees to deliver (i) a UCC-3 Financing Statement termination or amendment releasing ▇▇▇▇▇▇’s security interest in the collateral pledged to Lender relating to each Unencumbered Borrower, and (ii) upon written request instruments executed by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents Lender reasonably necessary or desirable to evidence such release; provided that the release or cancellation of each Unencumbered Borrower shall have delivered to from its obligations under the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, . All reasonable out-of-pocket costs and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to expenses actually incurred by Lender in connection with such release shall be released is being releasedpaid by Borrower.

Partial Release. If (ia) any of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition Subject to the Borrower satisfaction (or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified waiver in writing by the Majority Lenders) of the conditions precedent set forth in Section 6 hereof, the Required Lenders by consenting to the Amendments in Section 2 consent to the sale of the Released Assets pursuant to the SOA and the Agent’s release of its security interest in respect of the Released Assets from the Lien created in favor of the Agent. (b) Pursuant to the direction of the Required Lenders and without independent investigation, upon the consummation of the SOA and subject to the satisfaction (or such other percentage waiver in writing by the Lenders) of the Lenders whose consent may be required conditions precedent set forth in accordance with Section 12.02(b))6 hereof, then upon written request delivered the Agent (for itself and for and on behalf of each of the Lenders): i. acknowledges that the Agent’s security interests, liens and rights in the Released Assets have been automatically, irrevocably and unconditionally released, satisfied and discharged pursuant to clause (3) of the second paragraph of Section 4.1 and Section 12.12(a)(ii) of the Loan Agreement, following the consummation of the Renewables Intermediation Facility Transaction, and that the Released Assets shall not constitute Collateral under and as defined in the Loan Documents after such time; ii. authorizes Sidley Austin LLP as counsel to the Administrative AgentLenders to file the UCC-3 financing statement amendment releasing the Released Assets in the form attached hereto as Exhibit C without recourse to the Agent or the Lenders, the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly without representation and warranty therefrom; iii. agrees to execute and deliver to the Borrower or its designees such Subsidiary Guarantor all releasesother release documentation (if requested by Borrower, termination statements and/or other which request shall be in writing and shall certify that such request complies with this Section 3(b)(ii) of this Amendment No. 4, upon which the Agent may conclusively rely) releasing its liens and security interests in, to and on the Released Assets and the Agent further authorizes VRA to file the documents reasonably necessary or desirable referred to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered above, in each case, without recourse to the Administrative Agent a written request for release, termination statements and other documents identifying or the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan DocumentsLenders, and (y) no Collateral other than the Collateral required without representation and warranty therefrom; and iv. agrees to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Agenttake, at the sole cost and expense of the Borrower Loan Parties, all reasonable additional steps reasonably requested by VRA or the Loan Parties necessary to release its security interests and liens in, to and on any Released Asset and to terminate all filings, registrations, and recordings made with respect to such security interests and liens. (c) Following the Effective Date (as defined in the Renewables Intermediation Facility Documents) and the Fourth Amendment Effective Date, the release of the Released Assets shall be effective notwithstanding the operation or provisions of applicable Guarantorlaw, shall promptly execute the time, order or method of attachment or perfection of security interests or the time and deliver to the Borrower order of filing of financing statements or such Guarantor all releases, termination statements and/or any other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification liens held by the Borrower stating parties, whether under any uniform commercial code or any other applicable law. (xd) It is expressly acknowledged and agreed that such transaction this is a partial release and shall in compliance with this Agreement no way release, affect or impair the undersigned’s rights, titles, interests and the liens against any other Loan Documents, interest and (y) no Guarantor or Collateral property other than the Guarantor or Collateral required to be released is being releasedReleased Assets.

Partial Release. If Upon at least thirty (30) days prior written notice to Administrative Agent, and so long as there does not exist any Event of Default, Borrower shall be entitled to a partial release of the applicable Security Instrument from a Parcel upon Borrower’s fulfillment of the following conditions, as determined by Administrative Agent its reasonable discretion: (a) The partial release shall not cause the Debt Service Coverage Ratio to fall below the DSCR Requirement pursuant to Section 8.13 hereof. (b) The partial release shall not cause the Debt Yield to fall below the most recently-reported quarterly Debt Yield prior to the partial release. (c) Borrower, at Borrower’s sole cost, shall have provided to Administrative Agent, (i) any a title commitment from Title Company to issue endorsements to the Title Policy to insure and date down the priority of the Collateral shall be sold, transferred, conveyed or otherwise disposed lien of by the Borrower or any Subsidiary Guarantor applicable Security Instrument as being subject only to such exceptions as were originally shown in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer the Title Policy as of other disposition to the Borrower or another Subsidiary Guarantor) or Closing; (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.02(b)), then upon written request delivered evidence acceptable to the Administrative Agent, including a partial release endorsement and an endorsement to the Title Policy, if required by Administrative Agent, at that the sole expense Property is otherwise free of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver mechanics’ or materialmen’s liens; (iii) such other endorsements to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Title Policy as Administrative Agent a written request for releasemay reasonably require, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (xiv) that such transaction is in compliance with appropriate modifications to this Agreement and the other Loan DocumentsDocuments if desired by Administrative Agent. (d) Borrower pays to Administrative Agent, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests any advances by Administrative Agent that are reimbursable by Borrower under any of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, whether or not Borrower is then in Default with respect to such reimbursement; (ii) upon written request the Release Payment; and (iii) all Appraisal fees, reasonable release fees and other reasonable costs of preparing and delivering the partial release, the premium for any title insurance endorsements required by the Borrower to the Administrative Agent, and any and all other escrow, reasonable legal, closing, recording and other out-of-pocket costs incurred by Administrative Agent in connection with such Guarantor ceases partial release. The Release Payment received by Administrative Agent in connection with a partial release shall be applied to be pay off the applicable Allocated Principal Balance, with any remainder applied to reduce the remaining Allocated Principal Balances on a Material Subsidiary or (iii) such Guarantor is designated pro-rata basis as an Unrestricted Subsidiary. In such event, the reasonably determined by Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released.

Partial Release. If (ia) Provided no Event of Default shall have occurred and be continuing, Borrower shall have the right at any time after the Closing Date and prior to the Maturity Date to obtain the release (each a “Partial Release”) of one or more Individual Properties (collectively, the “Released Property”) from the lien of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement applicable Security Instrument (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantorand related Loan Documents) or (ii) and the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.02(b)), then upon written request delivered to the Administrative Agent, the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its Borrower’s obligations under the Loan Documents with respect to such Released Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days (or such shorter period of time if permitted by Lender in its sole discretion) prior written notice of the proposed Partial Release (the date of Lender’s receipt of such notice shall be referred to herein as a the “Partial Release Notice Date”); (ii) Borrower shall submit to Lender, not less than ten (10) days prior to the date of such Partial Release, a release of lien (and related Loan Documents) for the Released Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which the Released Property is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide all other documentation as may be required to satisfy the Prudent Lender Standard in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Individual Properties subject to the Loan Documents not being released); (iii) The Released Property shall be conveyed to a Person other than Borrower or Operating Lessee or an Affiliate thereof; (iv) As of each of the Partial Release Notice Date and as of the date of consummation of the Partial Release, after giving effect to the release of the lien of the Security Instrument(s) encumbering the Released Property, the Actual Debt Service Coverage Ratio with respect to the remaining Individual Properties shall be greater than the greater of (1) the Actual Debt Service Coverage Ratio of all Individual Properties encumbered by the Security Instrument immediately prior to the Partial Release Notice Date or the consummation of the Partial Release (as applicable) and (2) the Minimum Debt Service Coverage Ratio; (v) As of each of the Partial Release Notice Date and as of the date of consummation of the Partial Release, after giving effect to the release of the lien of the Security Instrument(s) encumbering the Released Property, the Debt Yield with respect to the remaining Individual Properties shall be no greater than the greater of (1) the Debt Yield with respect to all of the Individual Properties immediately prior to the Partial Release Notice Date or the consummation of the Partial Release (as applicable) and (2) the Minimum Debt Yield; (vi) Borrower shall (1) partially prepay the Debt in accordance with Section 2.4.1 hereof in an amount equal to (A) the Release Price for the Released Property (the “Release Amount”), plus (B) the Yield Maintenance Premium and (2) pay any applicable Short Interest due hereunder in connection therewith. Any portion of the Release Amount applied to the principal amount of the Debt in accordance herewith shall be applied (i) first, to reduce the Allocated Loan Amount attributable to the Released Property to zero and (ii) second, pro rata to reduce the Allocated Loan Amounts of each of the other remaining Individual Properties; (vii) The Partial Release shall be permitted under REMIC Requirements in effect as of each of (1) the Partial Release Notice Date and (2) the consummation of the Partial Release; (viii) If required by Lender, Lender shall have received a Rating Agency Confirmation with respect to the Partial Release; and (ix) Borrower shall (A) deliver to Lender (1) a REMIC Opinion with respect to the Partial Release and (2) an opinion of counsel satisfying the Prudent Lender Standard and acceptable to the Rating Agencies (issued by counsel satisfying the Prudent Lender Standard and acceptable to the Rating Agencies) with respect to such other matters as may be required by Lender in order to satisfy the Prudent Lender Standard and (B) pay all of Lender’s reasonable costs and expenses, and the costs and expenses, of the Rating Agencies in connection with the Partial Release, including, without limitation, reasonable counsel fees. (b) Notwithstanding the foregoing provisions of this Section 2.6, if the Loan is included in a REMIC Trust, then immediately following a Partial Release either (A) the Loan-to-Value Ratio of the remaining Properties after the Partial Release must be no greater than 125% and, if the Loan-to-Value Ratio of the remaining Properties after a Partial Release is greater than 125% (such value to be determined, in Lender’s sole discretion, by any guarantee under commercially reasonable valuation method), then the Guaranty and Collateral Agreement) and any Liens on principal balance of the Property Loan must be paid down by the least of such Guarantor granted pursuant to the Security Instruments in the event that following amounts (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documentsfair market value of the Released Property at the time of the Partial Release, or (ii) upon written request an amount such that the Loan-to-Value Ratio of the Loan (as so determined by Lender) does not increase after the Borrower Partial Release, unless the Lender receives an opinion of counsel that the Loan will not fail to maintain its status as a qualified mortgage within the meaning of Code Section 860G(a)(3) as a result of the related Partial Release (collectively, a “Property Release Paydown”), or (B) the fair market value of the real estate collateral (such value to be determined, in Lender’s sole discretion, by any commercially reasonable valuation method) securing the Loan after the Partial Release must be equal to or greater than the fair market value of the real estate collateral that secured the Loan immediately prior to the Administrative AgentPartial Release. (c) Further, notwithstanding anything to the contrary contained in this Section 2.6, the parties hereto hereby acknowledge and agree that after the Securitization of the Loan (or any portion thereof or interest therein), with respect to any Lender approval or similar discretionary rights over any matters contained in this Section 2.6 (any such matter, an “Partial Release Approval Item”), such Guarantor ceases rights shall be construed such that Lender shall only be permitted to be a Material Subsidiary withhold its consent or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, approval with respect to any Partial Release Approval Item if the Administrative Agent, at same fails to meet the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being releasedPrudent Lender Standard.

Partial Release. If Upon at least thirty (30) days prior written notice to Administrative Agent, and so long as there does not exist any Event of Default, Borrower shall be entitled to a partial release of the Security Instrument from a Parcel upon Borrower’s fulfillment of the following conditions, as determined by Administrative Agent its reasonable discretion: (a) The partial release shall not cause the Debt Service Coverage Ratio to fall below the DSCR Requirement pursuant to Section 7.13 hereof; (b) Borrower, at Borrower’s sole cost, shall have provided to Administrative Agent, (i) any a title commitment from Title Company to issue endorsements to the Title Policy to insure and date down the priority of the Collateral shall be sold, transferred, conveyed or otherwise disposed lien of by the Borrower or any Subsidiary Guarantor Security Instrument as being subject only to such exceptions as were originally shown in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer the Title Policy as of other disposition to the Borrower or another Subsidiary Guarantor) or Closing; (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.02(b)), then upon written request delivered evidence acceptable to the Administrative Agent, including a partial release endorsement and an endorsement to the Title Policy, if required by Administrative Agent, at that the sole expense Property is otherwise free of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver mechanics’ or materialmen’s liens; (iii) such other endorsements to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Title Policy as Administrative Agent a written request for releasemay reasonably require, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (xiv) that such transaction is in compliance with appropriate modifications to this Agreement and the other Loan DocumentsDocuments if desired by Administrative Agent, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreementan updated Schedule 4.5; and (c) and any Liens on the Property of such Guarantor granted pursuant Borrower pays to the Security Instruments in the event that Administrative Agent, (i) all the capital stock or other Equity Interests any advances by Administrative Agent that are reimbursable by Borrower under any of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, whether or not Borrower is then in Default with respect to such reimbursement; (ii) upon written request the Release Payment; and (iii) all Appraisal fees, reasonable release fees and other reasonable costs of preparing and delivering the partial release, the premium for any title insurance endorsements required by the Borrower to the Administrative Agent, and any and all other escrow, reasonable legal, closing, recording and other out-of-pocket costs incurred by Administrative Agent in connection with such Guarantor ceases partial release. The Release Payment received by Administrative Agent in connection with a partial release shall be applied to be pay off the applicable Allocated Principal Balance, with any remainder applied to reduce the remaining Allocated Principal Balance on a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the pro rata basis determined by Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released.

Partial Release. If (i) any Upon receipt of the Collateral shall be sold, transferred, conveyed Defaulted Loan Prepayment Amount in respect of any Defaulted Asset pursuant to Section 3.3(b) hereof or otherwise disposed the satisfaction and payment in full of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition Pledged Asset pursuant to the Borrower or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.02(b)3.3(c), then upon written request delivered to the Administrative Agent, the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, Agent shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor any and all releases, documentation (including UCC-3 termination statements and/or other documents reasonably or amendments prepared by Borrower at its sole cost and expense) necessary or desirable to evidence the release of Liens on such Collateral created under the Lien of the Security Documents with respect to the agreements, instruments and documents evidencing Borrower’s interest in the applicable Loan DocumentsDefaulted Asset or other Pledged Asset, as the case may be, and any related Collateral and instruct the Custodian to deliver to the Borrower all documents, files and papers related to such Defaulted Asset or Pledged Asset theretofore delivered to the Custodian (including without limitation, all such documents, files and papers identified in the Collateral File for such Defaulted Asset or Pledged Asset, together with any applicable endorsement); provided that the Borrower no Event of Default, no monetary Default and no other Default as to which Administrative Agent shall have delivered a notice of default to Borrower hereunder shall have occurred and be continuing under this Agreement. (ii) Upon receipt of any prepayment pursuant to Section 3.2(a) and/or on any Market Determination Date, Administrative Agent shall, at the request of Borrower, execute and deliver to Borrower any and all documentation (including UCC-3 termination statements or amendments prepared by Borrower at its sole cost and expense) necessary to evidence the release of the Lien of the Security Documents with respect to the Administrative Agent a written request for releaseagreements, termination statements instruments and other documents identifying evidencing Borrower’s interest in any Pledged Asset and any related Collateral and instruct the Custodian to deliver to the Borrower or all documents, files and papers related to such Subsidiary Guarantor together with a certification by Pledged Asset theretofore delivered to the Borrower stating Custodian (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, including without limitation, all such documents, files and papers identified in the Collateral File, for such Pledged Asset, together with any guarantee applicable endorsement); provided that each of the following conditions shall have been satisfied: A. no Event of Default, no monetary Default and no other Default as to which Administrative Agent shall have delivered a notice of default to Borrower hereunder shall have occurred and be continuing under the Guaranty and Collateral this Agreement) and any Liens on the Property ; and B. no Borrowing Base Deficiency would arise as a result of such Guarantor release. (iii) Notwithstanding anything to the contrary contained in this Agreement, and regardless of whether any Default or Event of Default then exists, if at any time the Underlying Borrower, in accordance with the applicable terms set forth in the Pledged Asset Documents for the applicable Pledged Asset, shall be entitled to the release of any or all of the collateral granted pursuant to the Security Instruments in applicable Pledged Asset Documents or to the event that (i) all the capital stock return of any Pledged Asset Documents or other Equity Interests of documents, files or papers included within the Collateral File for such Guarantor are soldPledged Asset, transferredAdministrative Agent shall, conveyedupon Borrower’s written request, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor any and all releases, documentation (including UCC-3 termination statements and/or other documents reasonably or amendments prepared by Borrower at its sole cost and expense) necessary or desirable to evidence the release of the Lien of the Security Documents with respect to such releasecollateral, and shall deliver, or instruct the Custodian to deliver to the Borrower, all such Pledged Asset Documents or other documents, files or papers (together with any applicable endorsement) to which the Underlying Borrower is entitled; provided that the Borrower Administrative Agent shall have received any Pledged Asset Prepayment (if any) to be delivered to Administrative Agent pursuant to Section 3.3(c) in connection therewith. (iv) At all times from and after the time as of which the Administrative Agent shall be obligated to release any Pledged Asset or Defaulted Asset from the Lien of the Security Documents pursuant to this Section 4.7, such asset shall no longer be deemed a written request “Pledged Asset” (and the applicable Underlying Collateral, Underlying Property and Underlying Borrower with respect thereto shall no longer be deemed “Underlying Collateral,” “Underlying Property” or an “Underlying Borrower” for release identifying purposes of any of the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is provisions set forth in compliance with this Agreement and or any of the other Loan Documents, and (y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released).