Addition and Release of Properties Sample Clauses

Addition and Release of Properties. (a) Subject to the conditions set forth below in subparagraph (b) of this Section, Borrowers shall have the right, solely in connection with the replacement of a Property released hereunder, to cause one or more shopping center properties approved by the Super Majority Banks, in their sole and absolute discretion, wholly-owned by a Person (a “New Borrower”) in which TRG owns, directly or indirectly, a 100% beneficial and controlling interest to be encumbered by a Mortgage and thereby become a Property. Additionally, subject to the conditions set forth below in subparagraph (c) of this Section, a Borrower shall have the right to obtain the release of a Property (other than Dolphin) from the Mortgage encumbering such Property. Each such addition or release of a Property shall effect an immediate change in the computations of compliance with the covenants set forth in Section 8.01 (based on the financial results of the most recently ended calendar quarter for which financial results are required hereunder to have been reported by TRG and Borrowers, as adjusted, if applicable, by all acquisitions or Dispositions of assets subsequent to the end of such quarter as required by this Agreement and taking into account the effects of the addition or release of the Property). (b) Borrowers shall make any request that a property be added as a Property by giving notice to Administrative Agent, which notice shall identify the property or properties that Borrowers propose to add as a Property and the Sublimit to be established for such New Borrower, which must comply with the requirements for Sublimits set forth in Section 2.01(f). New Borrower shall furnish to Administrative Agent such documents and information with respect to such proposed Property and such New Borrower as Administrative Agent shall reasonably request. Administrative Agent may decide in its reasonable discretion which of the documents described below in this Section 12.06(b) shall be delivered for review by the Banks at such time and which documents may be delivered after approval by the Super Majority Banks of such property as a Property and such New Borrower as a Borrower hereunder. Upon receipt of such notice, documents and information from Borrowers, Administrative Agent shall promptly send copies thereof to each Bank and shall request that each Bank notify Administrative Agent as to whether or not it agrees to accept such property as a Property and such New Borrower as a Borrower (the “Property App...
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Addition and Release of Properties. (a) (a) Subject to the conditions set forth below in this Section, Borrower shall have the right to (1) cause a shopping center property that is wholly owned by a Person in which Borrower owns, directly or indirectly, a 100% beneficial and controlling interest and that is approved by all of the Banks, in their sole and absolute discretion, to be encumbered by a Mortgage and thereby become a Property and (2) obtain the release of a Property (other than Twelve Oaks) from the Mortgage encumbering such Property, each such addition or release of a Property to effect an immediate change in the computations of compliance with the covenants set forth in Section 8.01 (based on the financial results of the most recently ended calendar quarter for which financial results are required hereunder to have been reported by Borrower, as adjusted (if applicable) by all acquisitions or Dispositions of assets subsequent to the end of such quarter as required by this Agreement and taking into account the effects of the addition or release of the Property). (b) The addition of a property as a Property shall only be in connection with an increase in the Total Loan Commitment as provided in Section 2.19 and shall be subject to the satisfaction of the following conditions: (i) There shall exist no Event of Default; (ii) Administrative Agent shall have received (x) a mortgage/deed of trust of the Property to secure the payment and performance of the Obligations, duly executed by the owner thereof and recorded in the appropriate land records, together with executed financing statements under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of Administrative Agent, desirable to perfect the lien on the personal property created by said mortgage/deed of trust, (y) an indemnity agreement regarding Hazardous Materials, duly executed by Borrower and said owner and (z) a guaranty of payment of Borrower's obligations hereunder and under the Notes, duly executed by said owner (each such mortgage/deed of trust, indemnity and guaranty to be substantially in the form of the Mortgages, Indemnities and Guaranty with respect to the Properties initially given as security for the Loans but with such changes as Administrative Agent reasonably deems necessary or advantageous under local law or in connection with the particular Property); 63 (iii) Each of the Property-related and Mortgagor-related representations and warranties set forth in this Agreement shall be true and ...
Sample 1

Related to Addition and Release of Properties

  • Release of Property Except as set forth in this Section 2.6, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Mortgage on the Property.

  • Lease of Property Landlord, for and in consideration of the covenants and agreements herein contained on the part of Tenant to be paid, kept, observed, and performed, hereby leases to Tenant, and Tenant hereby leases from Landlord for the Term (as hereinafter defined), the Property. Tenant’s use of the Property shall be in compliance with the terms of this Lease.

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.

  • Maintenance of Properties and Leases Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Waiver and Release of Liability In consideration for the privilege of the Participant’s participation in the Activities, the undersigned hereby RELEASES, DISCHARGES, COVENANTS NOT TO XXX, AND AGREES TO INDEMNIFY AND SAVE AND HOLD HARMLESS RELEASEES from any and all liability, demands, losses, medical expenses, lost opportunities, damages or attorneys fees and costs stemming from any or all claims for negligence, expressed or implied warranty, contribution, and indemnity, and/or claims of negligent rescue operations, first aid, and emergency care, to the broadest extent permitted by applicable law suffered by the Participant incurred on his/her account with respect to the Participant’s personal injury and other injury or harm, disability, and/or death, or property damage, arising directly or indirectly from the Participant’s participation in Activities, as caused or alleged to be caused in whole or in part by the Releasees or any of them, and further agrees that if, despite this release, the Participant or any other person makes a claim on the Participant’s behalf against any of the Releasees, THE UNDERSIGNED WILL INDEMNIFY, SAVE AND HOLD HARMLESS EACH OF THE RELEASEES FROM ANY LIABILITY, LITIGATION EXPENSES, ATTORNEY FEES, LOSSES, DAMAGES OR COSTS ANY MAY INCUR AS THE RESULT OF ANY SUCH CLAIM, WHETHER ASSERTED BY THE UNDERSIGNED, THE PARTICIPANT, OR ANOTHER PERSON. INITIAL HERE

  • Operation of Properties The Borrower will and will cause each Subsidiary to operate its Properties or cause such Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

  • Purchase of Property With any cash at any time held by it, to purchase or subscribe for any Authorized Investment (as defined in Section 6.3) and to retain the same in trust.

  • Accession to Guaranty The New Guarantor hereby agrees that it is a “Guarantor” under that certain Guaranty dated as of November 20, 2012 (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty”), made by the Guarantors party thereto in favor of the Administrative Agent, for its benefit and the benefit of the other Guarantied Parties, and assumes all obligations of a “Guarantor” thereunder and agrees to be bound thereby, all as if the New Guarantor had been an original signatory to the Guaranty. Without limiting the generality of the foregoing, the New Guarantor hereby: (a) irrevocably and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied Obligations (as defined in the Guaranty); (b) makes to the Administrative Agent and the other Guarantied Parties as of the date hereof each of the representations and warranties contained in Section 5. of the Guaranty and agrees to be bound by each of the covenants contained in Section 6. of the Guaranty; and

  • Condition of Property Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date. An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

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