Common use of Release of a Collateral Pool Property Clause in Contracts

Release of a Collateral Pool Property. Lender shall, upon 30 days advance written Notice, release the Liens with respect to a Collateral Pool Property, provided, however, such Collateral Pool Property is not the last remaining Collateral Pool Property of the Sponsor Borrower Loan (unless Sponsor complies with the penultimate sentence in this Section 3.2), provided that (i) Borrower shall pay Lender all reasonable costs and expenses that Lender or Servicer incur in connection with such release, including, but not limited to, Attorneys’ Fees and Costs and all other amounts due to Lender hereunder in connection with such release, including, without limitation, Accrued Interest and unpaid interest, if applicable, (ii) at the time of the request for such release, no Event of Default or Potential Default shall exist, (iii) the representations and warranties of Section 7 shall be true and correct as of the date of the release request and as of the date of such release, and (iv) Borrower shall be in compliance with the Sublimits. Upon the release of a Lien on the Collateral Pool Property, Borrower shall be released from its obligations under this Agreement and the other Loan Documents except as to environmental indemnifications pursuant to Sections 6.12 and 10.02 of the Loan Agreement. Notwithstanding the foregoing, under no circumstances may Borrower receive a release of the Security Instrument with respect to the last remaining Collateral Pool Property or a release that would result in the outstanding principal balance of the Sponsor Borrower Loan being less than $10,000,000 (unless otherwise determined by Lender) prior to the Maturity Date, unless Sponsor has elected to terminate this Agreement pursuant to Section 2.6. Borrower may revoke a pending request to release a Collateral Pool Property at any time; provided that Borrower pays all of Lender’s reasonable costs and expenses with respect to such release request, including, without limitation, Attorneys’ Fees and Costs.

Release of a Collateral Pool Property. Lender shall, upon 30 days advance written Notice, Except in accordance with this Section 2.3(b) and with Section 6.24 the Administrative Agent may not release the Liens Mortgage on any Mortgage Property or the Lien created by the applicable Collateral Assignment in the Pledged Equity Interest with respect to any Partnership Interest Property without the consent of the Required Lenders. Provided (i) that no Default or Unmatured Default shall have occurred and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 2.3(b)), and (ii) that the Allocated Facility Amount does not then exceed the limits stated in clauses (iv) and (v) of Section 2.1 (and will continue not to exceed the limits stated in such clauses after giving effect to the transactions contemplated by this Section 2.3(b)), Borrower or the applicable Subsidiary may: (v) sell a Collateral Pool Property, provided, however, such Property or the Pledged Equity Interest therein; (w) create a new Lien securing Indebtedness on a Partnership Interest Property which will no longer permit a Lien under these Security Documents on the Pledged Equity Interests therein; (x) contribute a Collateral Pool Property is to a joint venture or other entity not wholly-owned by the last remaining Collateral Pool Glimcher Group; (y) create a new Lien securing Indebtedness on a Mortgage Property which will no longer permit a Lien under these Security Documents on the Mortgage Property or on a Pledged Equity Interest therein, including without limitation partial releases for any portions of the Sponsor Borrower Loan (unless Sponsor complies with the penultimate sentence in this Section 3.2)a Mortgage Property that are separate real estate tax parcels so long as, provided that (i) Borrower shall pay Lender all reasonable costs and expenses that Lender or Servicer incur in connection with after giving effect to such release, including, but not limited to, Attorneys’ Fees and Costs and all other amounts due to Lender hereunder in connection with such release, including, without limitation, Accrued Interest and unpaid interest, if applicable, (ii) at the time of the request for such release, no Event of Default or Potential Default shall exist, (iii) the representations and warranties of Section 7 shall be true and correct as of the date of the release request and as of the date remaining portions of such release, and (iv) Borrower shall Mortgage Property will be in compliance with all applicable laws, including all parking requirements; or (z) at any time on or after December 31, 2014, upon satisfaction of the Sublimits. Upon conditions in clauses (i) and (ii) above in this sentence and delivery of the written notice described in the following clause (i) of this sentence, obtain the release of a all Pledged Equity Interests in the Partnership Interest Properties from the Lien on the Collateral Pool Property, Borrower shall be released from its obligations under this Agreement and the other Loan Documents except as to environmental indemnifications pursuant to Sections 6.12 and 10.02 of the Loan Agreement. Notwithstanding the foregoing, under no circumstances may Borrower receive a release of the Security Instrument with respect Documents (for purposes of this Section, such a sale, creation of a new Lien, contribution or release shall be referred to the last remaining as a “Qualifying Collateral Pool Property or a release that would result in Release”) upon the outstanding principal balance of the Sponsor Borrower Loan being less than $10,000,000 (unless otherwise determined by Lender) prior to the Maturity Date, unless Sponsor has elected to terminate this Agreement pursuant to Section 2.6. Borrower may revoke a pending request to release a Collateral Pool Property at any time; provided that Borrower pays all of Lender’s reasonable costs following terms and expenses with respect to such release request, including, without limitation, Attorneys’ Fees and Costs.conditions:

Release of a Collateral Pool Property. Lender shall, upon 30 days advance written Notice, release the Liens with respect to a Collateral Pool Property, provided, however, such Collateral Pool Property is not the last remaining Collateral Pool Property of the Sponsor Borrower Loan (unless Sponsor Borrower complies with the penultimate sentence in this Section 3.2), provided that (i) Borrower shall pay Lender (a) the applicable Termination Fee, if applicable and (b) all reasonable costs and expenses that Lender or Servicer incur in connection with such release, including, but not limited to, Attorneys’ Fees and Costs and all other amounts due to Lender hereunder in connection with such release, including, without limitation, Accrued Interest and unpaid interest, if applicable, (ii) at the time of the request for such release, no Event of Default or Potential Default shall exist, (iii) the representations and warranties of Section 7 shall be true and correct as of the date of the release request and as of the date of after giving effect to such release, no Event of Default or Potential Default shall exist, (iv) reserved, and (ivv) Borrower shall be in compliance with the Sublimits, provided, however, that if such release would otherwise cause Borrower to be in non-compliance with the Sublimits set forth in Section 2.1.4, Borrower shall have the opportunity to cure the same prior to or simultaneously with such release by complying with the terms and provisions of Section 5.4.2. Upon the release of a Lien on the a Collateral Pool Property, if the Borrower of such Collateral Pool Property owns no other Collateral Pool Property, such Borrower shall be released from its obligations under this Agreement and the other Loan Documents except as to environmental indemnifications pursuant to Sections 6.12 and 10.02 of the applicable Loan Agreement. Notwithstanding the foregoing, under no circumstances may Borrower receive a release of the Security Instrument with respect to the last remaining Collateral Pool Property or a release that would result in the outstanding principal balance of the Sponsor Borrower Loan being less than $10,000,000 (unless otherwise determined by Lender) prior to the Maturity Date, unless Sponsor Borrower has elected to terminate this Agreement pursuant to Section 2.6. Borrower may revoke a pending request to release a Collateral Pool Property at any time; provided that Borrower pays all of Lender’s reasonable costs and expenses with respect to such release request, including, without limitation, Attorneys’ Fees and Costs; provided, further, that Borrower shall be entitled to reimbursement of any Termination Fee, if any, paid to Lender in connection with such request to release a Collateral Pool Property.