Property Releases. After the Lockout Period and provided no Event of Default exists, Borrower may obtain the release of an Individual Property from the lien (or at Borrower’s option, an assignment thereof to one or more third parties) of the Mortgage thereon (and the related Loan Documents) and the release of the Borrower’s obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive) (each such release or assignment a “Property Release”), upon the satisfaction of each of the following conditions in a manner satisfactory to a prudent mortgage lender:
(a) Borrower shall pay the Release Amount for the applicable Individual Property, and such payment shall be deemed a voluntary prepayment of a portion of the Loan for all purposes hereunder;
(b) Borrower shall pay to Lender any applicable Prepayment Premium plus, without duplication, interest on such prepaid amount of the Loan through the end of the Interest Period in which such payment or prepayment occurs;
(c) Borrower shall submit to Lender, not less than seven (7) Business Days prior to the Payment Date on which the Property Release shall be made, a release (or assignment) of the lien of the Mortgage (and related Loan Documents) for such Individual Property for execution by Lender. Such release (or assignment) shall be in a form appropriate in the jurisdiction in which the Individual Property is located and that contains standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with the Release, together with a certificate from an officer of Borrower certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released or assigned (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released);
(d) After giving effect to such Property Release, the Debt Service Coverage Ratio for the Properties then remaining subject to the lien of the Mortgage shall be equal to or exceed the greater of (i) the Debt Service Coverage Ratio as of the Closing Date or (ii) the Debt Service Coverage Ratio immediately prior to the Property Release;
(e) Concurrently with the payment of the Release Amount, New Mezzanine Borrower, if...
Property Releases. Subject to the terms and conditions set forth herein, the Issuer shall have the right, from time to time, on any Payment Date, to obtain a release (a "Property Release") of a Property (a "Released Property") from the lien of this Indenture and the related Security Instrument in connection with (A) the repurchase or substitution of a Property by USRPO in accordance with the Contribution Agreement (a "Seller Release"), (B) the repurchase or substitution by the Property Manager of a Property leased under a Delinquent Lease or a Defaulted Lease in accordance with the Property Management Agreement (a "Property Manager Release"), (C) the purchase of a Property by a Tenant under a Tenant Purchase Option (a "Tenant Release"), (D) the sale of a property by the Issuer to a Person other than the Issuer or its general partner in accordance with Section 8.03(b) (an "Issuer Release"), or (E) the substitution of a Property by the Limited Partners in accordance with Section 8.03(b) (a "Partner Release"). In the event that the Issuer seeks to release a Property from the lien of this Indenture and the related Security Instrument in connection with any of the foregoing, the Indenture Trustee shall release such Property from the lien of this Indenture and the related Security Instrument (and upon the Property Manager's written request and certification as to the satisfaction of the requirements of this Section, the Indenture Trustee shall execute and deliver to the Property Manager such instruments and other documents, prepared by the Property Manager, as the Property Manager may request in order to effectuate such Property Release), but only upon receipt by the Indenture Trustee of the following:
(a) At least fifteen (15) days but no more than ninety (90) days prior to the Payment Date on which the Issuer is requesting such Property Release, a written notice of the Issuer in the form attached hereto as Exhibit E (a "Request for Release"), which includes an Officer's Certificate of the Issuer certifying that the requirements set forth in Sections 8.01(f) through (j) shall be true after giving effect to such transfer and on which the Indenture Trustee may conclusively rely;
(b) At least five (5) Business Days prior to such Property Release notice of prepayment with respect to any Release Amount applicable to the related Released Property;
(c) A wire transfer into the Collection Account of immediately available federal funds in an amount equal to the sum of any Release Amount a...
Property Releases. (a) So long as no Event of Default is then continuing and all amounts then due and owing to Lender have been paid in full, Borrower may from time to time obtain the release of one or more of the Properties or direct or indirect equity interests therein from the Liens of the Loan Documents in connection with a sale to an unaffiliated third-party in an arms’-length transaction or a Permitted Affiliate Sale, or pursuant to Section 5.24, provided that: (1) at the time of such release (but provided that no Event of Default has occurred and is continuing, not in connection with the transfer of any Disposition Asset), Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the applicable Release Price, plus any additional amount required to be prepaid in accordance with Section 2.2(c) in order to reduce the Release Price Deficit, which aggregate prepayment shall be accompanied by the other amounts specified in Section 2.1, including the applicable Prepayment Fee if such prepayment is made prior to the Par Prepayment Date (for the avoidance of doubt, provided no Event of Default or Junior Mezzanine Event of Default is continuing, Borrower shall not be required to deposit into the Cash Management Account the proceeds from the permitted sale of any Disposition Assets, except if and to the extent that Borrower is required hereunder to pay to Lender a Release Price or other amount in connection therewith), (2) except with respect to the sale of the Xxxx Portfolio to an unaffiliated third party, DSCR for the Test Period most recently ended, recalculated to include only income and expense attributable to Borrower’s interest in the Properties remaining after the contemplated release and to exclude the interest expense and principal payments on the aggregate amount to be prepaid, shall be equal to or greater than DSCR immediately prior to such release (as reasonably determined by Lender) (for these purposes, in the case of the sale of a Mortgage Loan Collateral Property, DSCR shall be adjusted to ignore the effect of so-called “rate creep” resulting from the fact that the prepayment of the Loan and the Mortgage Loan will not result in a pro-rata reduction of their respective principal amounts), (3) after giving effect to such release, the aggregate Senior Collateral Value shall not be less than 120% of the sum of the Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness and (4) Borrower shall reimburse Lender for any actua...
Property Releases. Provided that no Event of Default shall then exist, Borrower may and may cause Mortgage Borrower to (w) obtain the release of all or any of the Select Release Properties in connection with a Select Release, (x) obtain the release of all or any of the Prime ROFO Release Properties in connection with a Prime ROFO Release or (y) obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) (such release, a “Property Release”) and, in each case, obtain the release of the applicable Borrower’s obligations under the Loan Documents (other than those expressly stated to survive) with respect to the Individual Property, Select Release Properties or Prime ROFO Release Properties, as applicable, then being released and, only to the extent such Mortgage Borrower no longer owns any Property, obtain the release of the Collateral related to such Mortgage Borrower (such obligations or Collateral being released in accordance with the foregoing, the “Released Collateral”), upon the satisfaction of each of the following conditions:
Property Releases. The final sentence of Section 2.2(a)(iv) of the Loan Agreement is hereby amended and restated in its entirety as follows: Notwithstanding the foregoing, Borrower may, with respect to any Release Property, deposit a portion of the Net Sales Proceeds thereof in excess of 150% of the sum of the Allocated Loan Amount and the Mezzanine Loan Allocated Loan Amount of such Release Property into the Redevelopment Project Reserve Account or the TI/LC Reserve Account (any such Net Sales Proceeds so deposited, “Designated Net Sales Proceeds”); provided that (1) the aggregate amount of the Designated Net Sales Proceeds deposited pursuant to this sentence and the corresponding sentence in Section 2.2(a)(iv) of the Mezzanine Loan Agreement shall not exceed $75,000,000 during the life of the Loan and (2) not more than $50,000,000 in the aggregate of such Net Sales Proceeds shall remain in the Redevelopment Project Reserve Account and/or the TI/LC Reserve Account at any one time.
Property Releases. Borrower shall cause Partial Releases to be consummated in accordance with the terms of Section 6.7 hereof and Section 6.7 of the Senior Loan Agreement such that (a) by the date which is six (6) calendar months after the Closing Date Borrower shall have paid Partial Release Prices to Senior Lender, and/or to Lender if the Senior Loan has been paid in full, in accordance with the terms hereof and of the Senior Loan Agreement in an aggregate amount equal to at least $45,000,000.00, (b) by the first anniversary of the Closing Date, Borrower shall have paid Partial Release Prices to Senior Lender, and/or to Lender if the Senior Loan has been paid in full, in accordance with the terms hereof and of the Senior Loan Agreement in an aggregate amount equal to at least $90,000,000.00, and (c) by the date which is eighteen (18) calendar months after the Closing Date Borrower shall have paid Partial Release Prices to Senior Lender, and/or to Lender if the Senior Loan has been paid in full,
Property Releases. Borrower shall cause Partial Releases to be consummated in accordance with the terms of Section 6.7 hereof such that (a) by the date which is six (6) calendar months after the Closing Date, Borrower shall have paid Partial Release Prices to Lender in accordance with the terms hereof in an aggregate amount equal to at least
Property Releases. At the time of any such prepayment Borrower shall be entitled to require the Lenders to release one or more Mortgaged Properties from the lien of the Mortgage and the other Security Documents and to cause the concurrent release thereof from the First Mortgages, provided that the Release Conditions are satisfied both on the date of the Prepayment Notice and on the effective date of the release (a "Property Release"). From and after the occurrence of any Property Release, the property that has been released shall no longer constitute Collateral or Mortgaged Property. The Lenders shall have no obligation in connection with any partial prepayment to release any Mortgaged Property from the liens of the Mortgages or other Financing Documents, or to cause the concurrent release thereof from the First Mortgages, except as specifically set forth in this Article. The "Release Conditions" are as follows:
Property Releases. From and after the Permitted Prepayment Date, Borrower may obtain the release of any Individual Property (such Individual Property shall be referred to as the "Release Property") from the lien of the applicable Mortgage and related Loan Documents upon the satisfaction of each of the following conditions:
(a) Immediately prior to, and after giving effect to, the proposed release, no Event of Default shall have occurred and be continuing (unless the Default would be cured by the release of the Release Property).
(b) Lender receives notice thereof at least thirty (30) days before the date of the proposed release (the "Release Date");
(c) Lender shall have received (i) payment of an amount (the "Release Amount") equal to one hundred fifteen percent (115%) of the Allocated Loan Amount of the applicable Release Property or such greater amount such that the condition set forth in Section 11.28(d) shall be satisfied and (ii) payment of any reasonable expenses incurred by Lender in connection with such release (including, without limitation, reasonable attorneys' fees).
Property Releases. From time to time after the Prepayment Lockout Expiration Date (or earlier in connection with a Qualified Redevelopment Release) but prior to the Maturity Date, Borrower may request, upon not less than thirty (30) days prior written notice to the Administrative Agent or such shorter period as may be acceptable to Administrative Agent, that any Non-Key Property or Redevelopment Property (but not any Key Property) be released from the Collateral Pool and from the Liens created by the Mortgage and other Loan Documents, which release (a “Property Release”) shall be effected by a written release executed by Administrative Agent when all of the following conditions are satisfied as of the date of such Property Release:
(a) No Default or Potential Default exists under the Loan Documents, or will exist immediately after giving effect to such Property Release;
