Common use of Partial Release Clause in Contracts

Partial Release. In the event Borrowers desire to sell a Partial Release Parcel and in connection therewith release such Partial Release Parcel from the Lien of the Mortgage (each, a “Partial Release”), then, upon not less than thirty (30) days’ prior written request, Administrative Agent (on behalf of Lenders) will release the lien of the Mortgage against such Partial Release Parcel upon satisfaction of each of the following conditions: (a) As of the date of ▇▇▇▇▇▇▇▇▇’ request for release and as of the date of the proposed release (the “Proposed Release Date”), no Default or Event of Default under any of the Loan Documents has occurred and is then continuing and Borrowers are not under a Cash Sweep Period; (b) Borrowers shall have delivered to Administrative Agent and Lenders with respect to a Partial Release, (i) a copy of the sale contract and all amendments thereto, (ii) a copy of the proposed closing statement to be executed by ▇▇▇▇▇▇▇▇▇ and the purchaser(s), and (iii) such information regarding the purchaser(s) as Administrative Agent may reasonably request; (c) Administrative Agent shall have received on the Proposed Release Date a prepayment of the Term Loans in the amount equal to one hundred five percent (105%) of the Allocated Amount attributable to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the applicable proportionate amount of the Prepayment Premium shall be due and payable; (d) Borrower shall deliver, together with such request for the Partial Release, a pro forma Compliance Certificate showing that both before and after giving effect to such Partial Release (i) the Debt Yield (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) shall be at least twelve percent (12.00%) and (ii) the Debt Service Coverage Ratio (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) is not less than 1.35 to 1.00, provided, that for purposes of this clause (d), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount. (e) The sale shall be to a bona fide purchaser that is not an Affiliate of a Borrower in a bona fide cash sale transaction for not less than fair market value. (f) ▇▇▇▇▇▇▇▇▇ and Guarantor shall have executed and delivered to Administrative Agent such reaffirmations and amendments to the Loan Documents as Administrative Agent may reasonably require in connection with such release; and (g) No more than five (5) Healthcare Facilities (taken in the aggregate with all other Partial Releases hereunder) shall be released during the term of this Agreement (without Administrative Agent’s prior written consent in its discretion). (h) Upon receipt of the amounts set forth in clause (c) of this Section 2.7, the Administrative Agent shall have the right to proportionately reduce the Term Loan Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five percent (105%) of the unfunded portion of the Delayed Draw Loans allocated to such Partial Release Parcel so released as set forth on Schedule 2.7.

Partial Release. In the event Borrowers desire that Mortgagor wishes to sell a Partial Release Parcel the Mortgaged Property, and in connection therewith release such Partial Release Parcel from if the Lien Adjacent Premises is not be sold simultaneously, and provided that neither Mortgagor nor the owner of the Mortgage (each, a “Partial Release”), then, upon not less than thirty (30) days’ prior written request, Administrative Agent (on behalf Adjacent Premises is in default in the performance of Lenders) will release the lien of the Mortgage against such Partial Release Parcel upon satisfaction of each of the following conditions: (a) As of the date of ▇▇▇▇▇▇▇▇▇’ request for release and as of the date of the proposed release (the “Proposed Release Date”), no Default or Event of Default under any of their respective obligations under this Mortgage or any other loan documents relating to this Mortgage or the Loan Documents has occurred mortgage on the Adjacent Premises, and is then continuing and Borrowers are not under a Cash Sweep Period; (b) Borrowers shall have delivered to Administrative Agent and Lenders with respect to a Partial Release, (i) a copy the leases of the sale contract and all amendments theretoAdjacent Premises have a remaining term of at least two (2) years, or (ii) if any leases have a copy remaining term of the proposed closing statement to be executed by ▇▇less than two (2) years, ▇▇▇▇▇▇▇ and Industrial, LLC shall enter into a lease of such space for the purchaser(sremainder of such two (2) year period (the term of which shall commence upon expiration of such existing lease(s), unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage as to the Mortgaged Property and (iii) such information regarding to release all other security interests related to the purchaser(s) as Administrative Agent may reasonably request; (c) Administrative Agent shall have received on the Proposed Release Date Mortgaged Property for a prepayment of the Term Loans principal payment in the an amount equal to one hundred five percent the greater of: (105%1) (a) 51.36% of the Allocated Amount attributable to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the applicable proportionate amount outstanding principal balance of the Prepayment Premium shall be due and payable; (d) Borrower shall deliverLoan, together with such request for the Partial Release, a pro forma Compliance Certificate showing that both before and after giving effect to such Partial Release (i) the Debt Yield (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) shall be if third party tenants have remaining term of at least twelve percent two (12.00%2) and years, or (iib) 56.49% of the Debt Service Coverage Ratio (calculated for outstanding principal balance of the most recently ended twelve (12) month period prior to the Proposed Release Date on Loan, if a pro forma basis) is not less than 1.35 to 1.00, provided, that for purposes of this clause (d), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount. (e) The sale shall be to a bona fide purchaser that is not an Affiliate of a Borrower in a bona fide cash sale transaction for not less than fair market value. (f) ▇▇lease from ▇▇▇▇▇▇▇ Industrial, LLC has been required; or (2) an amount sufficient that the Adjacent Premises is in compliance with the financial covenants set forth in Section 10 of the Mortgage with respect to the Adjacent Premises, together with payment of any prepayment and/or swap breakage fee which may be due as a result of such prepayment. If required by Mortgagee, an updated appraisal to confirm compliance with the loan to value covenant may be required. Upon release of the Mortgaged Property, Mortgagor shall be automatically released from all obligations under the Note and Guarantor shall have executed and delivered to Administrative Agent such reaffirmations and amendments every other document or instrument relating to the Loan Documents as Administrative Agent may reasonably require in connection with such releaseexcept for any obligations which expressly survive the payment of the Loan; and (g) No more than five (5) Healthcare Facilities (taken in the aggregate with all other Partial Releases hereunder) and ▇▇▇▇▇▇▇ Industrial, LLC shall be released during the term of this Agreement (without Administrative Agent’s prior written consent in from all obligations under its discretion). (h) Upon receipt Non-Recourse Guaranty of the amounts set forth in clause (c) of this Section 2.7Loan as they pertain to the Mortgaged Property, except for any obligations which expressly survive the Administrative Agent shall have the right to proportionately reduce the Term Loan Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five percent (105%) payment of the unfunded portion Loan. The liability of Mortgagor shall remain in full force and effect as to the Delayed Draw Loans allocated remaining balance due and all obligations as they pertain to such Partial Release Parcel so released as set forth on Schedule 2.7the Adjacent Premises.

Partial Release. In the event Borrowers desire that Mortgagor wishes to sell a Partial Release Parcel the Mortgaged Property, and in connection therewith release such Partial Release Parcel from if the Lien Adjacent Premises is not be sold simultaneously, and provided that neither Mortgagor nor the owner of the Mortgage (each, a “Partial Release”), then, upon not less than thirty (30) days’ prior written request, Administrative Agent (on behalf Adjacent Premises is in default in the performance of Lenders) will release the lien of the Mortgage against such Partial Release Parcel upon satisfaction of each of the following conditions: (a) As of the date of ▇▇▇▇▇▇▇▇▇’ request for release and as of the date of the proposed release (the “Proposed Release Date”), no Default or Event of Default under any of their respective obligations under this Mortgage or any other loan documents relating to this Mortgage or the Loan Documents has occurred mortgage on the Adjacent Premises, and is then continuing and Borrowers are not under a Cash Sweep Period; (b) Borrowers shall have delivered to Administrative Agent and Lenders with respect to a Partial Release, (i) a copy the leases of the sale contract and all amendments theretoAdjacent Premises have a remaining term of at least two (2) years, or (ii) if any leases have a copy remaining term of the proposed closing statement to be executed by ▇▇less than two (2) years, ▇▇▇▇▇▇▇ and Industrial, LLC shall enter into a lease of such space for the purchaser(sremainder of such two (2) year period (the term of which shall commence upon expiration of such existing lease(s), unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage as to the Mortgaged Property and (iii) such information regarding to release all other security interests related to the purchaser(s) as Administrative Agent may reasonably request; (c) Administrative Agent shall have received on the Proposed Release Date Mortgaged Property for a prepayment of the Term Loans principal payment in the an amount equal to one hundred five percent the greater of: (105%1) (a) 48.64% of the Allocated Amount attributable to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the applicable proportionate amount outstanding principal balance of the Prepayment Premium shall be due and payable; (d) Borrower shall deliverLoan, together with such request for the Partial Release, a pro forma Compliance Certificate showing that both before and after giving effect to such Partial Release (i) the Debt Yield (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) shall be if third party tenants have remaining term of at least twelve percent two (12.00%2) and years, or (iib) 53.51% of the Debt Service Coverage Ratio (calculated for outstanding principal balance of the most recently ended twelve (12) month period prior to the Proposed Release Date on Loan, if a pro forma basis) is not less than 1.35 to 1.00, provided, that for purposes of this clause (d), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount. (e) The sale shall be to a bona fide purchaser that is not an Affiliate of a Borrower in a bona fide cash sale transaction for not less than fair market value. (f) ▇▇lease from ▇▇▇▇▇▇▇ Industrial, LLC has been required; or (2) an amount sufficient that the Adjacent Premises is in compliance with the financial covenants set forth in Section 10 of the Mortgage with respect to the Adjacent Premises, together with payment of any prepayment and/or swap breakage fee which may be due as a result of such prepayment. If required by Mortgagee, an updated appraisal to confirm compliance with the loan to value covenant may be required. Upon release of the Mortgaged Property, Mortgagor shall be automatically released from all obligations under the Note and Guarantor shall have executed and delivered to Administrative Agent such reaffirmations and amendments every other document or instrument relating to the Loan Documents as Administrative Agent may reasonably require in connection with such releaseexcept for any obligations which expressly survive the payment of the Loan; and (g) No more than five (5) Healthcare Facilities (taken in the aggregate with all other Partial Releases hereunder) and ▇▇▇▇▇▇▇ Industrial, LLC shall be released during the term of this Agreement (without Administrative Agent’s prior written consent in from all obligations under its discretion). (h) Upon receipt Non-Recourse Guaranty of the amounts set forth in clause (c) of this Section 2.7Loan as they pertain to the Mortgaged Property, except for any obligations which expressly survive the Administrative Agent shall have the right to proportionately reduce the Term Loan Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five percent (105%) payment of the unfunded portion Loan. The liability of Mortgagor shall remain in full force and effect as to the Delayed Draw Loans allocated remaining balance due and all obligations as they pertain to such Partial Release Parcel so released as set forth on Schedule 2.7the Adjacent Premises.

Partial Release. In Provided the event Borrowers desire Prepayment Lockout Period has expired for the Loan selected by the Company for prepayment, Company shall have the right, exercisable from time to sell a Partial Release Parcel and in connection therewith time, to release such Partial Release Parcel from the Lien of the Mortgage all (each, a “Partial Release”), then, upon but not less than thirty (30all) days’ prior written request, Administrative Agent (on behalf of Lenders) will release a Project from the lien of the Mortgage against encumbering such Partial Project (such Project is a “Release Parcel Property”) upon satisfaction of each of the following terms and conditions: (ai) As Company shall pay (1) one hundred ten percent (110%) (which percentage shall be adjusted, up or down, in the event that there are at least three (3) Project Loans entered into pursuant to this Agreement, such that the amount required to be prepaid will be the amount necessary to cause the Projects remaining after release of the date of ▇▇▇▇▇▇▇▇▇’ request for release and as of the date of the proposed release (the “Proposed Release Date”), no Default or Event of Default under any of Property to satisfy the Loan Documents has occurred and is then continuing and Borrowers are not under a Cash Sweep Period; to Value Ratio set forth in clause (biv) Borrowers shall have delivered to Administrative Agent and Lenders with respect to a Partial Release, (i) a copy of the sale contract and all amendments thereto, (ii) a copy of the proposed closing statement to be executed by ▇▇▇▇▇▇▇▇▇ and the purchaser(s), and (iii) such information regarding the purchaser(s) as Administrative Agent may reasonably request; (c) Administrative Agent shall have received on the Proposed Release Date a prepayment of the Term Loans in the amount equal to one hundred five percent (105%below) of the Allocated Loan Amount attributable for the Release Property, (2) the required Prepayment Fee and (3) a processing fee equal to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the applicable proportionate amount of the Prepayment Premium shall be due and payable$10,000; (dii) Borrower no Event of Default shall deliver, together with such request for the Partial Release, a pro forma Compliance Certificate showing that both before have occurred and after be continuing; (iii) giving effect to such Partial Release (i) the potential release, the Debt Yield (calculated Service Coverage Ratio for the most recently ended immediately succeeding twelve (12) month period prior to of the Proposed balance of the Project remaining after the release of the Release Date on a pro forma basisProperty (the “Remaining Property”) shall be at least twelve no less than 1.60 to 1; (iv) giving effect to the potential release, the Loan to Value Ratio of the Remaining Property shall not be greater than fifty-five percent (12.0055%) and as determined by Lender in its reasonable discretion; (iiv) the Debt Service Coverage Ratio (calculated for the most recently ended twelve (12) month period prior Remaining Property, the rent rolls, tenants, and terms of the leases must be satisfactory to the Proposed Release Date on a pro forma basis) is not less than 1.35 to 1.00, provided, that for purposes of this clause (d), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount.Lender in its sole discretion; (evi) The sale simultaneous with the release of the Release Property, Company shall be transfer and assign 100% of the Company’s interests in the entity that owns the Release Property to a bona fide purchaser an entity that is not an Affiliate a Subsidiary of a Borrower in a bona fide cash sale transaction for not less than fair market value. (f) ▇▇▇▇▇▇▇▇▇ and Guarantor shall have executed and delivered to Administrative Agent such reaffirmations and amendments to the Loan Documents as Administrative Agent may reasonably require in connection with such releaseCompany; and (gvii) No Company or the Project Borrower shall pay all costs and expenses incurred by Lender in connection with any release permitted by this Section 3.4, including title insurance premiums, documentation costs and reasonable attorneys’ fees. To satisfy the requirements of Sections 3.3 and 3.4, Company may, or may cause the applicable Project Borrower(s) to, make a partial prepayment of one or more than five (5) Healthcare Facilities (taken in the aggregate with all other Partial Releases hereunder) shall be released during the term of this Agreement (without Administrative Agent’s prior written consent in its discretion). (h) Upon receipt of the amounts Loans, as so elected by Company and so long as any such Loan is not then subject to a Prepayment Lockout Period, together with the applicable portion of the Prepayment Fee then due and payable, in an amount not in excess of the amount required to satisfy the requirements set forth in clause (c) Section 3.3 or 3.4, as applicable. No release of a Release Property or a Replaced Property shall release the Company or the applicable Project Borrower from its obligations under the Loan Documents or this Agreement with respect to events arising or occurring prior to the date of any release permitted pursuant to Section 2.7, the Administrative Agent shall have the right to proportionately reduce the Term Loan Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five percent (105%) 3.3 or 3.4 above. Upon satisfaction of the unfunded portion foregoing conditions Lender shall deliver to Company and the applicable Project Borrowers the applicable Project Note marked “Cancelled” and “Paid in Full” to the extent the same has been paid in full, together with sufficient releases of lien, satisfactions or reconveyances of mortgages, UCC-3 Terminations and such other documents as may be required to effectively release the Delayed Draw Loans allocated Released Property from the Project Loan Documents and sufficient UCC-3 Terminations and other release documents to terminate the pledges by Company in such Partial Release Parcel so released as set forth on Schedule 2.7Project Borrowers (and any applicable Subsidiaries of Company which own interests in such Project Borrowers).

Partial Release. In (a) The Pledged ▇▇▇▇▇▇'s Shares shall be released (and Lender shall release common stock of GTA Inc. prior to the event Borrowers desire to sell a Partial Release Parcel release of partnership units of Lender unless otherwise directed by Borrower), and shall no longer constitute collateral security for the loan, at the following times and in connection therewith release such Partial Release Parcel from accordance with the Lien following provisions: (i) One-third (1/3) of the Mortgage Pledged Lender's Shares (eachor an equivalent dollar amount if held in cash or other securities) at such time as the Net Operating Income with respect to the Innisbrook Property shall have been, a “Partial Release”), then, upon not less than thirty (30) days’ prior written request, Administrative Agent (on behalf of Lenders) will release the lien of the Mortgage against such Partial Release Parcel upon satisfaction of for each of the following conditions:two (2) prior Fiscal Years, at least one hundred twenty percent (120%) of the Debt Service payable by Borrower for each such Fiscal Year. (aii) As An aggregate of two-thirds (2/3) of the date Pledged ▇▇▇▇▇▇'s Shares (or an equivalent dollar amount if held in cash or other securities) at such time as the Net Operating Income with respect to the Innisbrook Property shall have been, for each of the two (2) prior Fiscal Years, at least one hundred and thirty percent (130%) of Debt Service payable by Borrower for each such Fiscal Year. (iii) All of the Pledged Lender's Shares (or an equivalent dollar amount if held in cash or other securities) provided that the Net Operating Income with respect to the Innisbrook Property shall have been, for each of the two (2) prior Fiscal Years, one hundred and forty percent (140%) of the Debt Service payable by Borrower for each such Fiscal Year. This release of Pledged ▇▇▇▇▇▇'s Shares shall occur simultaneously with the circumstances triggering such an adjustment as described above, without the necessity for any further action on the part of Pledgor or Secured Party (other than the execution by Secured Party of any documentation of release required pursuant to the terms of the Pledge Agreement). Notwithstanding the foregoing, in no event shall any of the Pledged ▇▇▇▇▇▇'s Shares be released until prior to the expiration of ▇▇▇▇▇▇▇▇▇’ request for release and as 's obligation to make disbursements of the date Tranche II Loan, including without limitation, termination of the proposed release (the “Proposed Release Date”)such obligation at Borrower's election, no Default or Event of Default under any of the Loan Documents has occurred and is then continuing and Borrowers are not under a Cash Sweep Period;in its sole discretion. (b) Borrowers The Additional Collateral shall be released, and shall no longer constitute collateral security for the Loans, on the date that the audited financial statements delivered pursuant to Section 6.10(c) demonstrate that the ratio of the Net Operating Income of the Innisbrook Property during such year (after required funding of the Capital Replacement Fund) to Debt Service, is equal to or greater than 1.135 to 1.00 on a trailing twelve (12) months basis, and Borrower has provided an Officer's Certificate to Lender certifying to that effect (such date, the "Release Date"). In addition, on the Release Date the Payment and Performance Guaranty and the Golf Hosts Guaranty and all of the obligations thereunder shall terminate and be of no further effect. Subject to the terms of the last sentence of the succeeding subparagraph, Borrower shall have delivered the continuing right to Administrative Agent and Lenders with respect cause the Tamarron Premises to a Partial Releasebe released prior to the Release Date upon delivery to Lender of $250,000, which amount shall be held by Lender as Additional Collateral pursuant to the terms of this Agreement. (ic) a copy Borrower shall be permitted to sell, transfer, encumber, pledge or otherwise dispose of any portion of the sale contract and Additional Collateral subject to the requirements of this subparagraph. The proceeds of any Additional Collateraly shall be invested in Collateral, Additional Collateral or, to the extent not included within the Additional Collateral, the Innisbrook Premises or held by Lender as Additional Collateral pursuant to arrangements reasonably acceptable to Lender, all amendments theretoas more particularly set forth in the Security Agreement. Provided no Event of Default or Potential Event of Default then exists hereunder, (ii) a copy of the proposed closing statement to be executed by ▇▇▇▇▇▇▇▇▇ shall execute any and the purchaser(s), and (iii) all necessary release documents to evidence such information regarding the purchaser(s) as Administrative Agent may reasonably request; (c) Administrative Agent shall have received on the Proposed Release Date a prepayment release upon receipt by Lender of the Term Loans in the amount equal an Officer's Certificate certifying to one hundred five percent (105%) of the Allocated Amount attributable to such Partial Release Parcel; provided, further, Lender that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the applicable proportionate amount of the Prepayment Premium shall be due and payable; (d) Borrower shall deliver, together with such request for the Partial Release, a pro forma Compliance Certificate showing that both before and after giving effect to such Partial Release (i) such property is being sold or, with respect to any Lender's Shares, pledged, to a third-party unrelated to Borrower or any affiliate of Borrower or any affiliate of any officer, director or employee of Borrower or any affiliate of Borrower, or if an affiliate, identifying the Debt Yield (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) shall be at least twelve percent (12.00%) and affiliate relationship, (ii) the Debt Service Coverage Ratio (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date transaction was undertaken in good faith and on a pro forma basis) is not less than 1.35 to 1.00, provided, that for purposes of this clause (d), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount. (e) The sale shall be to a bona fide purchaser that is not an Affiliate of a Borrower in a bona fide cash sale transaction for not less than fair market value. (f) ▇▇▇▇▇▇▇▇▇ and Guarantor shall have executed and delivered to Administrative Agent such reaffirmations and amendments to the Loan Documents as Administrative Agent may reasonably require in connection with such release; and (g) No more than five (5) Healthcare Facilities (taken in the aggregate with all other Partial Releases hereunder) shall be released during the term of this Agreement (without Administrative Agent’s prior written consent in its discretion). (h) Upon receipt of the amounts set forth in clause (c) of this Section 2.7, the Administrative Agent shall have the right to proportionately reduce the Term Loan Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five percent (105%) of the unfunded portion of the Delayed Draw Loans allocated to such Partial Release Parcel so released as set forth on Schedule 2.7.arm's length

Partial Release. In Upon the event Borrowers desire to sell a Partial Release Parcel and indefeasible payment in connection therewith release such Partial Release Parcel from the Lien full of the Mortgage Loan (eachincluding, a “Partial Release”)without limitation, then, upon not less than thirty (30any Prepayment Amount or other amounts payable by the Borrower with respect to such Loan) days’ prior written request, Administrative Agent (on behalf of Lenders) will release in accordance with the lien provisions of the Mortgage against Promissory Note evidencing such Partial Release Parcel upon satisfaction of each Loan, the security interest hereunder with respect to the Collateral shall terminate, and the Secured Party, at the expense of the following conditions: Borrower, will execute and deliver to the Borrower the proper instruments (including UCC partial release statements) acknowledging the termination of such security interest, and will duly assign, transfer and deliver (without recourse, representation or warranty) such of the Collateral as may be in the possession of the Secured Party and has not theretofore been sold or otherwise applied or released pursuant to this Security Agreement, to the Borrower, and shall take such other action as the Borrower may reasonably request to effectuate the foregoing. Notwithstanding the foregoing to the contrary, Secured Party shall not be required to release its Lien as to any Collateral, unless either: (a) As of the date of ▇▇▇▇▇▇▇▇▇’ request for release and as of the date of the proposed release (the “Proposed Release Date”), no Default or Event of Default under any of the Loan Documents has occurred and is then continuing and Borrowers are not under a Cash Sweep Period; (b) Borrowers shall have delivered to Administrative Agent and Lenders with respect to a Partial Release, (i) a copy of the sale contract and all amendments thereto, (ii) a copy of the proposed closing statement to be executed by ▇▇▇▇▇▇▇▇▇ and the purchaser(s), and (iii) such information regarding the purchaser(s) as Administrative Agent may reasonably request; (c) Administrative Agent shall have received on the Proposed Release Date a prepayment of the Term Loans in the amount equal to one hundred five percent (105%) of the Allocated Amount attributable to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the applicable proportionate amount of the Prepayment Premium shall be due and payable; (d) Borrower shall deliver, together with such request for the Partial Release, a pro forma Compliance Certificate showing that both before and after giving effect to such Partial Release (i) the Debt Yield (calculated Consolidated FCCR of the Consolidated Pledged Stores which will not be released, exceeds 1.25 to 1.00 for the most recently ended twelve (12) month period prior to immediately preceding the Proposed Release Date on a pro forma basis) shall be at least twelve percent (12.00%) date of payment of such Loan; and (ii) the Debt Service Coverage Ratio aggregate indebtedness of Borrower to Secured Party (calculated for the most recently ended twelve (12) month period prior or its Affiliates or assigns), with respect to the Proposed Release Date on a pro forma basis) Consolidated Pledged Stores which will not be released is not less than 1.35 to 1.00, provided, that for purposes of this clause (d), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount. (e) The sale shall be to a bona fide purchaser that is not an Affiliate of a Borrower in a bona fide cash sale transaction for not less than fair market value. (f) ▇▇▇▇▇▇▇▇▇ and Guarantor shall have executed and delivered to Administrative Agent such reaffirmations and amendments to the Loan Documents as Administrative Agent may reasonably require in connection with such release; and (g) No more than five (5) Healthcare Facilities (taken in the aggregate with all other Partial Releases hereunder) shall be released during the term of this Agreement (without Administrative Agent’s prior written consent in its discretion). (h) Upon receipt of the amounts set forth in clause (c) of this Section 2.7, the Administrative Agent shall have the right to proportionately reduce the Term Loan Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five seventy percent (10570.0%) of the unfunded portion value of such Consolidated Pledged Stores, based upon a current appraisal performed by such appraisal firm regularly employed by Secured Party; and (b) the release of the Delayed Draw Loans allocated to Collateral and Pledged Store would not result in a decrease in the Consolidated FCCR calculated in clause (a)(i) above, or in the loan-to-value ratio calculated in (a)(ii) above (calculated by first including the Unit FCCR and loan-to-value ratio of the Pledged Store, and then excluding such Partial Release Parcel so released as set forth on Schedule 2.7amounts).

Partial Release. In the event Borrowers desire to sell a Partial Release Parcel and in connection therewith Upon not less than sixty (60) days prior written notice from an Individual Borrower or Gatlinburg Obligor, Lender shall release such Partial Release Parcel from the Lien of the Mortgage Collateral Documents (each, a “Partial Release”) an Individual Property in the Security Pool owned by such Individual Borrower or Gatlinburg Obligor (“Release Property”), then, upon not less than thirty the satisfaction (30as determined by Lender in its sole discretion) days’ prior written request, Administrative Agent (on behalf of Lenders) will release the lien of the Mortgage against such Partial Release Parcel upon satisfaction of each all of the following terms and conditions: (a) As At the time of the date of ▇▇▇▇▇▇▇▇▇’ request for release by the applicable Individual Borrower or Gatlinburg Obligor and as of the date time of the proposed release (the “Proposed Release Date”)Release, there shall be no Default or Event of Default under any of the Loan Documents has occurred Documents, and is then continuing and Borrowers are not there shall exist no condition or state of facts which with the passage of time or the giving of notice or both, would constitute an Event of Default under a Cash Sweep Periodthe Loan Documents; (b) Borrowers Any such request may be made no sooner than the later of (i) nine (9) months after the Closing or (ii) six (6) months after the completion of the most recent Release or Substitution (as defined below), and such written request must be received no later than twelve (12) months prior to the maturity date of the Loans; (c) Each Release Property shall consist of an Individual Property, and each Release shall involve no more than one (1) Individual Property; (d) For each Release Property, the applicable Individual Borrower or Gatlinburg Obligor shall have delivered paid to Administrative Agent and Lenders Lender the applicable “Release Price”, which, (1) with respect to a Partial Releaseeach of the Individual Properties in the Security Pool (but excluding the Gatlinburg Individual Property), shall be equal to (i) a copy one hundred ten percent (110%) of the sale contract then unpaid principal balance of the Individual Loan Amount applicable to the Release Property (such amount shall herein be called the “Principal Payment Amount”), plus (ii) the applicable Prepayment Premium (based on the Principal Payment Amount), plus (iii) all accrued interest with respect to the Individual Loan applicable to the Release Property and all amendments theretoaccrued and unpaid charges with respect to the Loans, and (2) with respect to the Gatlinburg Individual Property, shall be equal to (i) Eleven Million and No/100 Dollars ($11,000,000.00), plus (ii) all accrued and unpaid charges with respect to the Loans (the Release Price for the Gatlinburg Individual Property is hereinafter referred to as the “Gatlinburg Release Price”); (e) The Principal Payment Amount shall be applied to pay in full the principal balance due with respect to the Individual Loan applicable to the Release Property, and Lender, in its discretion, shall apply the portion of the Principal Payment Amount which is in excess of the then outstanding principal balance of the Individual Loan applicable to the Release Property to one of more of the other Individual Loans applicable to the other Individual Properties; (f) The Gatlinburg Release Price shall be applied to each of the Individual Loans on a pro rata basis with respect to the principal amount then outstanding on each of the Individual Loans. (g) Lender shall have determined that, following the Release, the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) shall be at least equal to 1.75 to 1.00. In the event that the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) is less than the required level, then Borrowers and Gatlinburg Obligor shall have the right, subject to payment of the applicable Prepayment Premium, to pay Lender the amount necessary to increase the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) to the required level; (h) Lender shall have determined that following the Release, the Loan to Value Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) shall not exceed fifty percent (50%). In the event the Loan to Value Ratio with respect to the remainder of the Security Pool (excluding the Release Property) exceeds the required level, then Borrowers and Gatlinburg Obligor shall have the right, subject to payment of the Prepayment Premium, to pay Lender the amount necessary to reduce the Loan to Value Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) to the required level; (i) At the time the applicable Individual Borrower or Gatlinburg Obligor makes its written request to Lender for a Release, such Individual Borrower or Gatlinburg Obligor shall pay to Lender a non-refundable administrative fee of $25,000 (the “Release Administrative Fee”). The Release Administrative Fee shall be deemed earned by Lender upon its receipt by Lender and shall not be applied to the Principal Payment Amount, the Prepayment Premium, or any other amounts due under the Loan Documents; (j) Whether or not the Release is actually consummated, Borrowers and Gatlinburg Obligor shall pay to Lender all escrow, closing and recording charges and taxes including, but not limited to, the cost of preparing and delivering releases, any re-conveyance documentation and modifications of the Loan Documents, including legal fees and costs, the cost of any title insurance endorsements that Lender may require, any expenses incurred by Lender in connection with the Release, and any sums then due and payable under the Loan Documents; and (k) At least thirty percent (30%) of the total EBITDA (defined below) from the remaining Property (excluding the Release Property), as calculated by Lender, shall come from any combination of the following Individual Properties: (i) Eagle Brook, (ii) a copy of the proposed closing statement to be executed by ▇▇▇▇Ruffled Feathers, (iii) ▇▇▇▇▇ and the purchaser(s)Ranch, (iv) Superstition Springs, (v) Foothills, (vi) Ancala, and (iiivii) such information regarding the purchaser(s) as Administrative Agent may reasonably requestArrowhead (CO); (cl) Administrative Agent Lender shall have received on determined, that following the Proposed Release Date a prepayment Release, the aggregate unpaid principal balance of the Term Loans in the amount equal to one hundred shall be greater than fifty-five percent (10555%) of the Allocated Amount attributable to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the applicable proportionate original aggregate principal amount of the Prepayment Premium shall be due and payable; (d) Borrower shall deliver, together with such request for the Partial Release, a pro forma Compliance Certificate showing that both before and after giving effect to such Partial Release (i) the Debt Yield (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) shall be at least twelve percent (12.00%) and (ii) the Debt Service Coverage Ratio (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) is not less than 1.35 to 1.00, provided, that for purposes of this clause (d), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount. (e) The sale shall be to a bona fide purchaser that is not an Affiliate of a Borrower in a bona fide cash sale transaction for not less than fair market value. (f) ▇▇▇▇▇▇▇▇▇ and Guarantor shall have executed and delivered to Administrative Agent such reaffirmations and amendments to the Loan Documents as Administrative Agent may reasonably require in connection with such releaseLoans; and (gm) No more than five (5) Healthcare Facilities (taken in the aggregate with all Such other Partial Releases hereunder) terms and conditions as Lender shall be released during the term of this Agreement (without Administrative Agent’s prior written consent in its discretion)reasonably require. (h) Upon receipt of the amounts set forth in clause (c) of this Section 2.7, the Administrative Agent shall have the right to proportionately reduce the Term Loan Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five percent (105%) of the unfunded portion of the Delayed Draw Loans allocated to such Partial Release Parcel so released as set forth on Schedule 2.7.

Partial Release. In (a) Subject to the event Borrowers desire satisfaction (or waiver in writing by the Lenders) of the conditions precedent set forth in Section 6 hereof, the Required Lenders by consenting to sell a Partial Release Parcel 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 connection therewith release such Partial Release Parcel respect of the Released Assets from the Lien created in favor of the Mortgage Agent. (each, a “Partial Release”), thenb) Pursuant to the direction of the Required Lenders and without independent investigation, upon not less than thirty the consummation of the SOA and subject to the satisfaction (30or waiver in writing by the Lenders) days’ prior written requestof the conditions precedent set forth in Section 6 hereof, Administrative the Agent (for itself and for and on behalf of Lenders) will release the lien of the Mortgage against such Partial Release Parcel upon satisfaction of each of the following conditions: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 (a3) As of the date second paragraph of ▇▇▇▇▇▇▇▇▇’ request for release Section 4.1 and as of the date of the proposed release (the “Proposed Release Date”), no Default or Event of Default under any 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 has occurred and is then continuing and Borrowers are not under a Cash Sweep Periodafter such time; ii. authorizes Sidley Austin LLP as counsel to the Lenders 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, and without representation and warranty therefrom; iii. agrees to execute and deliver to the Borrower or its designees such other release documentation (bif requested by Borrower, which request shall be in writing and shall certify that such request complies with this Section 3(b)(ii) Borrowers shall have delivered of this Amendment No. 4, upon which the Agent may conclusively rely) releasing its liens and security interests in, to Administrative and on the Released Assets and the Agent further authorizes VRA to file the documents referred to above, in each case, without recourse to the Agent or the Lenders, and Lenders without representation and warranty therefrom; and iv. agrees to take, at the sole cost and expense of the 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 a Partial Release, (i) a copy of the sale contract such security interests and all amendments thereto, (ii) a copy of the proposed closing statement to be executed by ▇▇▇▇▇▇▇▇▇ and the purchaser(s), and (iii) such information regarding the purchaser(s) as Administrative Agent may reasonably request;liens. (c) Administrative Agent shall have received on Following the Proposed Release Effective Date a prepayment (as defined in the Renewables Intermediation Facility Documents) and the Fourth Amendment Effective Date, the release of the Term Loans in the amount equal to one hundred five percent (105%) of the Allocated Amount attributable to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) Released Assets shall be treated as a partial prepayment effective notwithstanding the operation or provisions of applicable law, the time, order or method of attachment or perfection of security interests or the time and order of filing of financing statements or any other liens held by the parties, whether under Section 2.4 in which case the any uniform commercial code or any other applicable proportionate amount of the Prepayment Premium shall be due and payable;law. (d) Borrower It is expressly acknowledged and agreed that this is a partial release and shall deliverin no way release, together with such request for affect or impair the Partial Releaseundersigned’s rights, a pro forma Compliance Certificate showing that both before titles, interests and after giving effect to such Partial Release (i) liens against any other interest and property other than the Debt Yield (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) shall be at least twelve percent (12.00%) and (ii) the Debt Service Coverage Ratio (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) is not less than 1.35 to 1.00, provided, that for purposes of this clause (d), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit AmountReleased Assets. (e) The sale shall be to a bona fide purchaser that is not an Affiliate of a Borrower in a bona fide cash sale transaction for not less than fair market value. (f) ▇▇▇▇▇▇▇▇▇ and Guarantor shall have executed and delivered to Administrative Agent such reaffirmations and amendments to the Loan Documents as Administrative Agent may reasonably require in connection with such release; and (g) No more than five (5) Healthcare Facilities (taken in the aggregate with all other Partial Releases hereunder) shall be released during the term of this Agreement (without Administrative Agent’s prior written consent in its discretion). (h) Upon receipt of the amounts set forth in clause (c) of this Section 2.7, the Administrative Agent shall have the right to proportionately reduce the Term Loan Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five percent (105%) of the unfunded portion of the Delayed Draw Loans allocated to such Partial Release Parcel so released as set forth on Schedule 2.7.

Partial Release. In Provided no Event of Default exists, Borrower shall be permitted (in up to two (2) separate transactions) to obtain a release of one or more Individual Properties comprising in the event Borrowers desire aggregate up to sell a Partial Release Parcel and in connection therewith release such Partial Release Parcel from the Lien ten percent (10%) of the Mortgage total outstanding Principal Indebtedness (each, a “Partial Release”)) upon the following conditions, thenwhich conditions shall be determined by Lender in its sole and absolute discretion, upon unless otherwise specified below: (a) not less than thirty (30) days’ days prior written request, Administrative Agent (on behalf of Lenders) will release the lien of the Mortgage against such Partial Release Parcel upon satisfaction of each of the following conditions: (a) As of the date of ▇▇▇▇▇▇▇▇▇’ request for release and as of to the date of the proposed release Partial Release, Borrower shall deliver to Lender a notice setting forth (i) the “Proposed Release Date”), no Default or Event of Default under any date of the Loan Documents has occurred Partial Release and is then continuing and Borrowers are not under a Cash Sweep Period(ii) the name of the proposed Transferee; (b) Borrowers shall have delivered to Administrative Agent and Lenders with respect to a Partial Release, (i) a copy the prepayment of the sale contract and all amendments thereto, Loan by Borrower of an amount equal to one hundred fifteen percent (ii115%) a copy of the proposed closing statement to be executed by ▇▇▇▇▇▇▇▇▇ and Allocated Loan Amount for each Individual Property being released, together with the purchaser(s), and (iii) such information regarding applicable Yield Maintenance Premium on the purchaser(s) as Administrative Agent may reasonably requestamount so prepaid; (c) Administrative Agent shall have received on the Proposed Release Date a prepayment payment by Borrower to Lender of the Term Loans in the amount an administrative fee equal to one hundred five percent (105%) of the Allocated Amount attributable to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the applicable proportionate amount of the Prepayment Premium shall be due and payable$15,000 per Individual Property being released; (d) Borrower shall deliver, together with such request for the loan to value ratio following the Partial Release, a pro forma Compliance Certificate showing that both before and after giving effect to such Partial Release shall be no greater than the lesser of (i) the Debt Yield (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) shall be at least twelve sixty-three and 70/100 percent (12.0063.7%) and (ii) the loan to value ratio (inclusive of the Individual Property to be released) prior to such Partial Release, as determined by Lender in its reasonable discretion; provided that Borrower shall be permitted to prepay the Loan in part, subject to the applicable Yield Maintenance Premium based on such prepaid amount, in order to satisfy the requirement set forth in clause this clause (d); (e) the In Place Debt Service Coverage Ratio following the Partial Release shall be no less than the greater of (i) 2.24 to 1.0 and (ii) the In Place Debt Service Coverage Ratio (calculated for inclusive of the most recently ended twelve (12Individual Property to be released) month period prior to such Partial Release, as determined by Lender in its reasonable discretion; provided that Borrower shall be permitted to prepay the Proposed Release Date Loan in part, subject to the applicable Yield Maintenance Premium based on a pro forma basis) is not less than 1.35 such prepaid amount, in order to 1.00, provided, that for purposes of satisfy the requirement set forth in clause this clause (de), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount. (e) The sale shall be to a bona fide purchaser that is not an Affiliate of a Borrower in a bona fide cash sale transaction for not less than fair market value.; (f) ▇▇▇▇▇▇▇▇▇ following the Partial Release, the weighted average lease term and Guarantor credit profile of the remaining Property shall have executed be similar to or better than that which existed prior to such Partial Release, as determined by Lender in its reasonable discretion; (g) the payment by Borrower of all of Lender’s reasonable costs and delivered to Administrative Agent such reaffirmations expenses associated with the Partial Release, including but not limited to, Lender’s reasonable out-of-pocket legal fees and amendments third party report fees; (h) all appraisals obtained with respect to the Loan Documents as Administrative Agent may reasonably require Partial Release and other documentation evidencing the Partial Release shall be acceptable to Lender in connection with such releaseits reasonable discretion; and (gi) No more than five Plymouth Industrial REIT, Inc. shall remain the general partner of Plymouth Industrial OP, LP and shall continue to Control Borrower. Following any Partial Release in accordance with this Article 14, (5i) Healthcare Facilities (taken in the aggregate with all other Partial Releases hereunder) Principal Indebtedness shall be released during reduced by the term sum of this Agreement (without Administrative Agent’s prior written consent in its discretion). (h1) Upon receipt the Allocated Loan Amount of the amounts set forth in clause Individual Property released and (c2) of this Section 2.7, the Administrative Agent Excess Release Fee and (ii) the scheduled monthly principal and interest payments shall have the right to proportionately reduce the Term Loan Commitment to fund the Delayed Draw Loans under Section 2.1(b) hereof by one hundred five percent (105%) of the unfunded portion of the Delayed Draw Loans allocated to be recalculated based on such Partial Release Parcel so released as set forth on Schedule 2.7reduced Principal Indebtedness.