Release of all Properties Sample Clauses

Release of all Properties. (a) If Borrower has elected to defease the entire Loan and the requirements of Section 2.4 and this 2.5.1 (a) have been satisfied, all of the Properties shall be released from the Liens of their respective Mortgages and, if applicable, Junior Mortgages, and the U.S. Obligations, pledged pursuant to the Security Agreement, shall be the sole source of collateral securing the Note and, if applicable, the Guaranty of Payment. (b) In connection with the release of the Mortgages and, if applicable, the Junior Mortgages, Borrower shall submit to Lender, not less than thirty (30) days prior to the Defeasance Date, a release of Lien (and related Loan Documents) for each Individual Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which an Individual Property is located and reasonably satisfactory to Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer's Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the terms of this Agreement.
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Release of all Properties. (a) After the Permitted Release Date, if Borrower has elected to defease the entire Loan and the applicable requirements of Section 2.4 hereof and this Section 2.5 have been satisfied, all of the Properties shall be released from the Liens of their respective Security Instruments and the U.S. Obligations, pledged pursuant to the Security Agreement, shall be the sole source of collateral securing the Note. (b) In connection with the release of the Security Instruments, Borrower shall submit to Lender, not less than thirty (30) days prior to the Defeasance Date, a release of Lien (and related Loan Documents) for each Individual Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which an Individual Property is located and that would be satisfactory to a prudent institutional lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, and (ii) will, following execution by Lender and recordation thereof, effect such releases in accordance with the terms of this Agreement.
Sample 1Sample 2Sample 3
Release of all Properties. (a) If Borrower has elected to defease the entire Loan and the (b) requirements of Section 2.4 and this Section 2.5 have been satisfied, all of the Properties shall be released from the Liens of their respective Mortgage and the U.S. Obligations, pledged pursuant to the Security Agreement, shall be the sole source of collateral securing the Note.
Sample 1Sample 2
Release of all Properties. (a) If Borrower has elected to defease the entire Loan and the requirements of Section 2.4 and this Section 2.5 have been satisfied, all of the Properties shall be released from the Liens of their respective Mortgages and the U.S. Obligations, pledged pursuant to the Security Agreement, shall be the sole source of collateral securing the Note. (b) In connection with the release of the Mortgages, Borrower shall submit to Lender, not less than thirty (30) days prior to the Defeasance Date, a release of Lien (and related Loan Documents) for each Individual Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which an Individual Property is located and that would be satisfactory to a prudent lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer's Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the terms of this Agreement.
Sample 1
Release of all Properties. (a) If Borrower has elected to defease the entire Loan and the requirements of Section 2.5 and this Section 2.6 have been satisfied, all of the Properties shall be released from the Liens of their respective Mortgages and the U.S. Obligations, pledged pursuant to the Security Agreement, shall be the sole source of collateral securing the Note, provided that, at Borrower’s request, Lender shall terminate the Environmental Indemnity, the Guaranty and other Loan Documents requested by Borrower to the same extent as if the Loan was paid in full. (b) In connection with the release of the Mortgages, Borrower shall submit to Lender, not less than thirty (30) days prior to the Defeasance Date, a release of Lien (and related Loan Documents) for each Individual Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which an Individual Property is located and that would be satisfactory to a prudent lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the terms of this Agreement.
Sample 1
Release of all Properties. (a) If Borrower has elected to defease the entire Loan and the requirements of Section 2.4 relating to a defeasance of the entire Loan and this Section 2.5 have been satisfied, all of the Properties shall be released from the Liens of their respective Mortgages and the U.S. Obligations, pledged pursuant to the Security Agreement, shall be the sole source of collateral securing the Note. (b) In connection with the release of the Mortgages, Borrower shall submit to Lender, not less than thirty (30) days (and not more than sixty (60) days) prior to the Defeasance Date, a release of Lien (and related Loan Documents) for each Individual Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which an Individual Property is located and that would be satisfactory to a prudent lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer's Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the terms of this Agreement.
Sample 1
Release of all Properties. (a) If Borrower has the right to and has elected to prepay the entire Loan and the requirements of Section 2.4, and this Section 2.6.1 have been satisfied, all of the Properties shall be released from the Liens of their respective Mortgages. (b) In connection with the release of the Mortgages, Borrower shall submit to Lender, not less than ten (10) days prior to the date of prepayment, a release of Lien (and related Loan Documents) for each Individual Property for execution by Lender. Each such release shall be in a form appropriate in each jurisdiction in which each Individual Property 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 documentation Lender reasonably requires to be delivered by Borrower in connection with such releases, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the terms of this Agreement. Borrower shall reimburse Lender and Servicer for any reasonable costs and expenses Lender and Servicer incur arising from such release (including reasonable attorneys’ fees and expenses) and Borrower shall pay, in connection with such release, (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, and (ii) to any Servicer, the current fee being assessed by such Servicer to effect such release, but such fee being assessed pursuant to this subsection (ii) shall be customary and reasonable and shall not exceed the then current fee being assessed by Servicer to other borrowers to effect a similar release.
Sample 1
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Release of all Properties. (a) If Borrower has elected to defease ------------------------- the Note in its entirety, and the requirements of Section 3 have been satisfied, all of the Properties shall be released from the Liens of their respective Security Instruments and the Defeasance Collateral, pledged pursuant to the Security Agreement, shall be the sole source of collateral securing the Notes and Borrower and the Guarantors shall be released from their obligations under the Loan Documents (other than those arising under the Environmental Indemnity, the Cooperation Agreement or which otherwise survive by their express terms). (b) In connection with the release of the Liens contemplated in this Section 4, Borrower shall submit to Lender, not less than fifteen (15) days prior to the Defeasance Date, a release of Liens (and related Loan Documents) for each Property (for execution by Lender) in a form appropriate in the applicable state and otherwise satisfactory to Lender in its reasonable discretion and all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release (collectively, "Release Instruments"), together with an Officer's Certificate certifying that such documentation is in compliance with all Legal Requirements. Lender shall execute such Release Instruments on or prior to the Defeasance Date if all of the conditions herein to such release of Liens have been satisfied, and promptly upon such Defeasance, Lender shall transfer to Borrower any funds in the Collateral Accounts with respect the Property or Properties which are the subject of such Defeasance.
Sample 1

Related to Release of all Properties

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • B8 Property Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Existence; Compliance with Laws; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05. (i) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises and authorizations, material to the conduct of its business, except as could not reasonably be expected to have a Material Adverse Effect; (ii) comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all tangible property material to the conduct of such business and keep such property in good repair, working order and condition (subject to ordinary wear and tear, casualty and condemnation) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except as could not reasonably be expected to have a Material Adverse Effect.

  • 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.

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to: (b) Pay all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Borrowing Base Property, now or hereafter levied or assessed or imposed against any Borrowing Base Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted). (c) Promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Borrowing Base Property (except those which are being contested in good faith by appropriate proceedings diligently conducted), and in any event never permit to be created or exist in respect of any Borrowing Base Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01. (d) Operate the Borrowing Base Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (e) Cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Borrowing Base Property.

  • Properties; Liens (a) The Company and each Subsidiary has good title to, or valid leasehold interests in, all its real and personal properties and assets material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize its properties and assets for their intended purposes. All such owned properties and assets, and all such leasehold interests, are free and clear of Liens, other than Liens expressly permitted under Section 6.02. (b) The Company and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Company and the Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Operations and Properties Borrower shall, and shall cause each of its Subsidiaries to, act prudently and in accordance with customary industry standards in managing or operating its assets, properties, business and investments. Borrower shall, and shall cause each of its Subsidiaries to, keep in good working order and condition, ordinary wear and tear excepted, all of its assets and properties which are necessary to the conduct of its business.

  • Environmental Conditions A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Xxxxx’x Investors Service, Inc., S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, Fitch Ratings, Inc. and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13 or its successor) at the related Mortgaged Property.

  • Owned Properties (i) Seller has good, indefeasible and marketable title to the Owned Real Estate and all personal property and fixtures thereon, free and clear of all liens and Encumbrances except the Permitted Exceptions (as such term is defined on Exhibit I attached hereto and made a part hereof). --------- (ii) There are no pending or threatened condemnation proceedings, lawsuits, violations of applicable law or administrative actions relating to the Owned Real Estate or other matters affecting adversely the current use, access to, occupancy, or value of the Owned Real Estate. (iii) Seller has complied with and the Owned Real Estate complies with all Legal Requirements and Environmental and Safety Requirements. (iv) All buildings, Fee Improvements and other property on the Owned Real Estate, including all streets, curbs, curb cuts, sidewalks, sewers and utilities (including any necessary gas, electricity, water, sanitary and storm sewer service) have been supplied, completed and installed, and connected and (where appropriate) dedicated to and accepted by the local governing body. (v) No notice from any governmental authority, insurance company or from any board of fire underwriters or real estate association (or other body exercising similar functions) has been received requesting the performance of any repairs, alterations or other work or affecting the operation of the Owned Real Estate. (vi) The Owned Real Estate has been issued all permanent certificates of occupancy, all licenses, Permits, authorizations and approvals required by all governmental authorities having jurisdiction over the Owned Real Estate for the continued use of the Owned Real Estate as used at present, which are all in full force and effect. (vii) Any covenants or restrictions to which the Owned Real Estate is subject have not been violated and will not be violated by any pending or contemplated improvement to the Owned Real Estate or use of the Owned Real Estate. (viii) Seller will have paid, prior to the Closing Date, all taxes and assessments, including assessments payable in installments, which are to become due and payable and/or a lien on the Owned Real Estate, except for Taxes for the current year which shall be prorated at Closing, and no portion of the Owned Real Estate is affected by existing or impending special assessments, whether or not a lien thereon, and Seller has no knowledge of any impending increase in real estate or personal property Taxes affecting the Owned Real Estate. (ix) Seller is not a "foreign person" as such term is defined in Section 1445(f)(3) of the Code. (x) There are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Owned Real Estate and no Person other than Seller is in possession of the Owned Real Estate. (xi) There are no outstanding options or rights of first refusal to purchase or lease the Owned Real Estate or any portion thereof or interest therein. (xii) No air or development rights with respect to the Owned Real Estate have been transferred or sold, and no contract to sell such air or development rights is outstanding, other than pursuant to the terms and conditions of this Agreement. (xiii) No employees, agents or contractors have been hired by or otherwise employed by Seller for the maintenance or management of the Owned Real Estate. (xiv) No Contracts affect or impact the Owned Real Estate in any manner whatsoever including, without limitation, Contracts relating the operation, management, repair, operation or improvement of the Owned Real Estate. (xv) All appliances and the water, sewer, heating, electrical, plumbing, air conditioning and other mechanical and electrical systems are in good working order and are adequate in quantity and quality for normal operations and are free from leaks. The roofs are free from leaks and are in sound structural condition. All other structural and non-structural portions of the Fee Improvements on the Owned Real Estate, including walls and foundations, are in sound structural condition and do not materially vary from their intended grade. (xvi) The Owned Real Estate is free and clear of all visible evidence of termites, fungus, dry rot, beetles, other wood destroying insects, pests, faulty grade levels, shower leaks, cellulose debris or excessive moisture conditions, or other pest infestation or damage. (xvii) No part of the Owned Real Estate is located in a flood plain or flood hazard or flood prone area as delineated by the federal or state government. (xviii) All work performed on or materials furnished with respect to the Owned Real Estate prior to the Closing Date have been paid for by Seller prior to the Closing Date. (xix) No portion of the Owned Real Estate or the building or the Fee Improvements thereon is designated by or registered with any governmental authority as historic or landmark buildings or any other similar designation or registration and Seller shall not attempt to obtain or effect any such designation or registration. (xx) Seller represents and warrants that it did not deal with any broker or sales agent in connection with this Agreement or the sale of the Owned Real Estate.

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