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 (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 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) The Lender agrees to cooperate in all reasonable respects to release any of the Collateral encumbered Properties from the lien of the Mortgage, provided that: (a) There shall be soldexist no default or Event of Default under this Agreement or default under any of the Note, transferred, conveyed the Mortgage or otherwise disposed the other Loan Documents; (b) In the event that a partial release of by any of the Borrower or any Subsidiary Guarantor Property would result in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition loan to value percentage that is not acceptable to the Borrower or another Subsidiary GuarantorLender, Borrowers shall reduce the outstanding principal balance of the Loan to an amount necessary to restore compliance with a loan to value percentage pursuant to Section 3(o) or hereof; (iic) Borrowers shall deliver to the Bank: i. evidence that the release of such Lien is approved, authorized or ratified in writing by Property from the Majority Lenders (or such other percentage lien of the Lenders whose consent may be required in accordance with Section 12.02(b))Mortgage does not adversely affect the rights of any tenant under any Lease, then upon written request delivered to rental income generated from any Lease or other income generated from 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 Property; ii. Borrowers shall have delivered to the Administrative Agent a written request for Lender an endorsement with regard to the Bank’s existing mortgagee’s title insurance policy that (i) extends the date of such title insurance policy to the effective date of the release, termination statements (ii) insures that the priority of the Mortgage is not affected, and other documents identifying (iii) insures the rights and benefits of any new or amended easement agreement affecting the Property; iii. a compliance certificate executed by Borrower or such Subsidiary Guarantor together with a certification by the to establish that Borrower stating (x) that such transaction is in compliance with this Agreement all financial covenants set forth herein and that there are is no Event of Default or event that with the passage of time would constitute an Event of Default; and iv. Borrowers shall have paid 100% of the net proceeds after payment of reasonable and customary closing costs all of the Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the Property and the other Loan Documents, review and (y) no Collateral other than approval of the Collateral documents and information required to be released delivered in connection therewith, such that the loan-to-value ratio, collectively, is being releasedequal to the lower of that required in Section 3(o) or that at the time of such release. The Administrative Agent is authorized In addition, Borrowers shall have paid reasonable out-of-pocket costs and expenses of third parties relating to the release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty cost of title, survey charges 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 soldrecording costs, 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 cost of a zoning report) incurred in connection with 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 releasedof Property.

Partial Release. If Borrower shall have the right to obtain the release (ithe “Partial Release”) of any one or more Individual Properties, or a portion of an Individual Property (as applicable, the “Released Property”) at any time during the Term, 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 Mortgage thereon (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, upon the satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with thirty (30) days (or a 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”); (b) 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 reasonably required to satisfy the Prudent Lender Standard in connection with such release; (c) The Released Property shall be conveyed to a Person other than Borrower; (d) Except with respect to a No Fee Partial Release Project, after giving effect to the release of the lien of the Mortgage(s) encumbering the Released Property, the Loan to Value Ratio with respect to the remaining Individual Properties shall be equal to or less than the Loan to Value Ratio immediately prior to the consummation of the Partial Release (determined based upon updated Appraisals for each of the Individual Properties); provided, that if the foregoing Loan to Value Ratio requirement is not satisfied, Borrower shall be permitted at its option, in order to satisfy the foregoing condition, prepay, in compliance with Section 2.4, a portion of the Loan in an amount which, if applied to the unpaid principal balance of the Loan, would result in the Loan achieving a Loan to Value Ratio that satisfies the requirements of this clause (d); (e) Except with respect to a No Fee Partial Release Project, after giving effect to the release of the lien of the Mortgage(s) encumbering the Individual Property or Individual Properties proposed by Borrower to be released, the Debt Yield with respect to the remaining Individual Properties shall be equal to or greater than the Debt Yield immediately prior to the consummation of the Partial Release; provided, that if the foregoing Debt Yield requirement is not satisfied, Borrower shall be permitted at its option, in order to satisfy the foregoing condition, prepay, in compliance with Section 2.4, a portion of the Loan in an amount which, if applied to the unpaid principal balance of the Loan, would result in the Loan achieving a Debt Yield that satisfies the requirements of this clause (e); (f) Except with respect to a No Fee Partial Release Project, as Borrower shall partially prepay the Debt in accordance with Section 2.4 hereof in an amount equal to the Release Price for the Released Property; and (g) Borrower shall (A) deliver to Lender an opinion of counsel satisfying the Prudent Lender Standard 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, out-of-pocket costs and expenses, 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 releasedreasonable counsel fees.

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 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 (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 With respect to that certain Individual Property identified on Schedule I as the Partial Release Property (i) any of the Collateral "Partial Release Property"), if the space tenant therein, Exel, Inc. (the "Option Tenant"), under that certain Build to Suit Industrial Triple Net Lease dated August 1, 2001 between Borrower and the Option Tenant, fails to exercise its option to expand its premises on or before October 31, 2005, Lender 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 consent to the Borrower or another Subsidiary Guarantor) or (ii) the release of that certain 7.56 acre parcel which is the subject of such option (the "Expansion Parcel") from the 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)Mortgage for the Partial Release Property (the "Partial Release"), then upon written request delivered subject to satisfaction of the following to the Administrative Agentsole satisfaction of Lender: (a) Borrower shall pay all Lender's costs, including, but not limited to, third party reports, reasonable attorneys' fees, fees related to appraisers, engineers, architects and consultants, recording costs, costs of endorsements and/or premiums for Title Insurance Policies required by Lender, in connection with the Administrative AgentPartial Release, at and a fee of $10,000.00, payable concurrently with Borrower's request for Lender's consent to the sole expense Partial Release; (b) not less than ninety (90) days prior to the date of the Borrower and the applicable Subsidiary GuarantorPartial Release, 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 Lender a notice setting forth (i) the Administrative Agent proposed date of the Partial Release; (ii) the name of the proposed transferee, if any; (iii) the intended use of the Expansion Parcel; (iv) an estoppel certificate from the Option Tenant confirming that it has elected not to exercise its option to expand with respect to the Expansion Parcel, (iv) a written request for releaselot line adjustment, termination statements and subdivision map or other documents identifying evidence that the Borrower or such Subsidiary Guarantor together with a certification by remainder of the Borrower stating Partial Release Property (xthe "Remainder Partial Release Property") that such transaction is in compliance with this Agreement and the other Loan DocumentsExpansion Parcel are each a separate legal parcel, and (yv) no Collateral all such other than information as reasonably necessary for Lender to consider the Collateral required proposed Partial Release. If the operation of the Expansion Parcel is integrated with other adjacent parcels (including the Remainder Partial Release Property), the notice will be accompanied by a survey of the Remainder Partial Release Property and the Expansion Parcel together with legal descriptions of both, and a plot plan of the Remainder Partial Release Property showing building integration, if any, with adjoining improvements. If the Expansion Parcel is to be released is being released. The Administrative Agent is authorized transferred to release a Guarantor from its obligations under the Loan Documents (includingthird party, without limitation, Borrower shall deliver economic or financial information relating to any guarantee under the Guaranty proposed transferee 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 copy of the Borrower and contract of sale or ground lease, as applicable; (c) there shall be no Event of Default as of either the applicable Guarantor, shall promptly execute and deliver to Partial Release notice date or the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that date of the Partial Release; (d) Borrower shall have delivered to Lender evidence satisfactory to Lender that Borrower has complied with any requirements of Property Documents or Leases relating to the Administrative Agent Partial Release Property (including the Expansion Parcel), that the Partial Release does not violate any of the provisions of the Property Documents or the Leases relating to the Partial Release Property (including the Expansion Parcel), and, that, to the extent necessary to comply therewith, the transferee, if any, has assumed all of Borrower's obligations relating to the Expansion Parcel thereunder; (e) Borrower shall have delivered to Lender an endorsement to the Title Insurance Policies satisfactory to Lender that (i) extend the effective date of such policies to the effective date of the Partial Release; (ii) confirm that there shall be no change in the priority of the Lien of the Mortgages or in the amount of coverage; (iii) confirm that the title insurers issuing the Title Insurance Policies consent to the Partial Release; (iv) waive any defense that the title insurers may have as a written request for release identifying result of the relevant Guarantor together with Partial Release; (v) to the extent of the then current appraised value of the Expansion Parcel, waive any right of subrogation; and (vi) confirm that the Remainder Partial Release Property constitutes a certification separate legal parcel and a separate tax lot (subject to the provisions of Subsection (k) below); (f) not less than ten (10) days prior to the date of the Partial Release, Borrower shall have delivered to Lender any consents to the Partial Release required by entities (i) holding Liens affecting the Partial Release Property or holding any other interest in the Partial Release Property as required by documents granting any lien or (ii) that would otherwise be negatively affected by the Partial Release, including parties to any secondary financing, Property Documents or to any Leases; (g) Borrower stating (x) shall have delivered to Lender evidence satisfactory to Lender that such transaction the Remainder Partial Release Property and the Expansion Parcel each separately conforms to and is in compliance with this Agreement Laws and that Remainder Partial Release Property is a self-contained property, having direct on-site connection to all utilities and direct access to one or more public streets; (h) Borrower shall have delivered to Lender a fully executed amendment satisfactory to Lender to each reciprocal easement agreement affecting the other Remainder Partial Release Property that joins the transferee, if any, of the Expansion Parcel as a party to each agreement and that provides for any additional easements, restrictions and payment obligations that Lender deems reasonably necessary for the continued operation and maintenance of the Remainder Partial Release Property; (i) Borrower shall have delivered to Lender evidence satisfactory to Lender that after the Partial Release, Borrower will continue to provide the parking areas for the Remainder Partial Release Property as required by the Loan Documents; (j) Borrower shall have delivered to Lender copies of fully executed documents evidencing the transfer and/or ground lease, as applicable, of the Expansion Parcel as provided in Subsection (b) above; and (k) Borrower shall have delivered to Lender any other information, approvals and documents reasonably required by Lender relating to the Partial Release, including without limitation, if the separate tax lot endorsement required in Subsection (e) above cannot be obtained, (i) evidence reasonably satisfactory to Lender that separate tax lots for the Remainder Partial Release Property and for the Expansion Parcel will be created by the taxing authority within a reasonable period of time after the Partial Release, and (yii) no Guarantor or Collateral other than an escrow for Taxes, upon provisions satisfactory to Lender, for the Guarantor or Collateral required to be released is being releasedentire Remainder Partial Release Property and the Expansion Parcel.

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 (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 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 (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).

Partial Release. If Upon satisfaction of each of the following terms and conditions Lender shall (i) any permit the sale of an individual Property (such Property being sold is referred to herein as the “Subject Parcel”) and (ii) release 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 with respect to the Subject Parcel and the Mortgage Borrower or another Subsidiary Guarantorthat owns said Subject Parcel: (a) or No Event of Default shall have occurred and be continuing; (b) Borrower shall pay (i) the Release Price and (ii) the release Repayment Premium, if any, which for purposes of such Lien is approved, authorized or ratified in writing by this Section shall be calculated based on the Majority Lenders (or such other percentage portion of the Lenders whose consent may be required in accordance with Section 12.02(b)), then upon written request delivered Release Price paid to the Administrative Agent, the Administrative Agent, at the sole expense Lender. (c) Each and every condition for a prepayment 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 as set forth in Section 2.4 hereof has been satisfied; (d) Borrower shall have delivered to the Administrative Agent Lender a written request for release, termination statements and other documents identifying Lender’s approval of the Borrower or such Subsidiary Guarantor together with a certification by sale of the Borrower stating (x) that such transaction is in compliance with this Agreement Subject Parcel and the other Loan Documents, and release of the applicable Collateral not less than sixty (y60) no Collateral other than days prior to the Collateral required to be released is being released. The Administrative Agent is authorized to release desired sale date; (e) Simultaneously with Borrower’s delivery of 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 written request pursuant to the Security Instruments in the event that (iSection 2.6.3(d) all the capital stock or other Equity Interests of such Guarantor are soldhereof, 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 Lender for Lender’s review and approval, an Officer’s Certificate from Borrower certifying that (1) the Administrative Agent sale of the Subject Parcel is pursuant to an arm’s-length transaction with a written request bona fide third party purchaser (the “Parcel Transferee”) that is not an Affiliate of Borrower, Guarantor, Plymouth Industrial 20 Financial or any Mortgage Borrower, the identity of which Parcel Transferee shall be specified in such Officer’s Certificate; (2) a true and correct copy of the proposed purchase and sale contract for the applicable Subject Parcel is attached to said Officer’s Certificate (once approved by Lender, Borrower shall deliver a true and correct copy of the executed contract to Lender within five (5) days of execution); (3) Mortgage Borrower has complied or will comply with all requirements of and obtained or will obtain all approvals required under the Mortgage Loan Documents applicable to the release identifying of the relevant Guarantor Subject Parcel, provided that at the closing of the sale of the Subject Parcel, Borrower shall deliver to Lender an updated Officer’s Certificate confirming that Mortgage Borrower has complied with all such requirements and obtained all such approvals. (f) Borrower shall submit to Lender such documents or instruments as are necessary or desirable to effectuate the release of the Collateral pertaining to the Subject Parcel and all other documentation that Lender reasonably requires to be delivered by Borrower in connection with such sale and release of the Subject Parcel; (g) Lender shall receive evidence that would be acceptable to a prudent lender acting reasonably to confirm that the single purpose nature and bankruptcy remoteness of Borrower following such release have not been adversely affected and are in accordance with the terms and provisions of the Loan Documents; (h) Borrower shall deliver to Lender such endorsements to the Title Insurance Policy as Lender shall reasonably request, which shall be paid for at the closing of the sale of the Subject Parcel; (i) Lender shall have determined, in its sole and absolute discretion (which determination shall be conclusive and binding upon Borrower absent manifest error), prior to its approval of the purchase and sale agreement with respect to the Subject Parcel, that after giving effect to the sale of the Subject Parcel and the release of the Collateral related thereto the Debt Yield, Debt Service Coverage Ratio and the Loan-to-Value Ratio for the remaining Properties (excluding the Subject Parcel) are projected to be equal to or greater than the respective Debt Yield, Debt Service Coverage Ratio and the Loan-to-Value Ratio for all of the Properties (including the Subject Parcel) calculated immediately prior to the sale of the Subject Parcel (the “Financial Release Conditions”); (j) Lender shall be satisfied that the sale of the Subject Parcel will not (1) impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents and (2) reasonably be expected to have and does not result in a Material Adverse Effect; (k) Borrower shall have delivered to Lender a copy of the closing statement for the sale of the Subject Parcel for Lender’s review and approval, certified by Borrower as true and correct, not less than five (5) Business Days prior to the desired date of the Parcel Sale and shall have delivered to the title company responsible for the closing of title to the Subject Parcel a copy of a notice in form and substance satisfactory to Lender providing that such title company is authorized to close on the sale of the Subject Parcel only in accordance with a closing statement approved in writing by Lender and provide Lender with evidence that substantiates delivery of such notice to the title company to the reasonable satisfaction of Lender; (l) If a Securitization shall have occurred, at Lender’s request, Borrower shall deliver to Lender a Rating Agency Confirmation as to the release of the Collateral related to the Subject Parcel and such other documents as the Rating Agencies may require. (m) Borrower shall submit to Lender a release of Lien (and the related Loan Documents) for the Collateral applicable to the Mortgage Borrower that owns the Subject Parcel, for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Collateral is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other certificates, documents and instruments Lender reasonably requires to be delivered by Borrower in connection with such sale of the Subject Parcel and release of the Collateral related thereto, together with a certification by the Borrower stating (x) an Officer’s Certificate certifying that such transaction documentation (i) is in compliance with this Agreement and the other Loan Documentsall applicable Legal Requirements, and (yii) no Guarantor will effect such release in accordance with the terms of this Agreement; (n) Borrower shall pay all actual out of pocket fees, costs and expenses incurred by Lender in connection with the sale of a Subject Parcel and the release of the Collateral related thereto or Collateral other than the Guarantor or Collateral otherwise required to be accomplish the agreements set forth in this Section 2.6.3, including, without limitation (i) reasonable attorneys’ fees and expenses, (ii) if a Securitization shall have occurred, the fees, costs and expenses of the Rating Agencies, and (iii) the fees, costs and expenses of Servicer and any Trustee. Following delivery of the notice described in Section 2.6.3(d), above, Borrower shall pay all such out of pocket fees and expenses of Lender whether or not the Subject Parcel is ultimately sold and the Collateral related thereto is released; (i) Borrower and Mortgage Borrower, as applicable, shall have complied with and satisfied all of the terms and conditions set forth in the Mortgage Loan Partial Release Agreement, (ii) Mortgage Lender shall have received the Release Amount (as defined in the Mortgage Loan Partial Release Agreement) and any other amounts due under the Mortgage Loan Partial Release Agreement and (iii) Mortgage Lender shall have released is being releasedthe Subject Parcel from the lien of the Security Instrument pursuant to the terms of the Mortgage Loan Documents; and (p) The TL Participation Agreement shall continue in full force and effect.

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.