Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:
(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);
(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);
(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;
(i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and ...
Release of Individual Property. Borrower may elect to prepay a portion of the Loan in connection with the release of an Individual Property so long as the requirements of Section 2.4 and this Section 2.5.2 have been satisfied, and provided that no Event of Default has occurred and is continuing. In connection with such prepayment 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 Security Instrument thereon (and related Loan Documents) and the release of the Operating Lessee, the Property Owner, if applicable, the Property Beneficiary, if applicable, and the applicable Individual Borrower’s obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive) upon the satisfaction of each of the following conditions:
(a) The amount of the outstanding principal balance of the Loan to be prepaid shall equal or exceed the Adjusted Release Amount for the applicable Individual Property, such prepayment shall be deemed a voluntary prepayment for all purposes hereunder, including, the requirements of Section 2.4.1(b) hereof;
(b) Borrower shall submit to Lender, not less than seven (7) Business Days prior to the date on which the prepayment will be made, a release or assignment of Lien (and related Loan Documents) for such Individual Property for execution by Lender. Such release or assignment shall be in a form appropriate in each jurisdiction in which the Individual Property is located and that contains standard provisions satisfactory to a prudent lender acting reasonably. In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment, together with an Officer’s Certificate certifying that such documentation is (i) in compliance with all Legal Requirements and (ii) will effect such releases in accordance with the terms of this Agreement;
(c) After giving effect to such release or assignment, the Debt Yield for the Collateral then remaining subject to the Lien of the Security Instruments shall be equal to or greater than (i) if less than twenty-five (25) Individual Properties in the aggregate have been released on or prior to the date of such release, the Debt Yield for the Collateral immediately prior to giving effect to the release or (ii) if twenty-five (25) or more Individual Properties in...
Release of Individual Property. In the event Mortgage Borrower requests the release of any Individual Property or Properties, subject to satisfaction of each of the conditions set forth below (collectively, the “General Release Conditions”), Mezzanine Lender shall consent to such release and to other actions to be taken by Mortgage Lender in accordance with Section 2.3.4 of the Loan Agreement (Mortgage) with respect to such Individual Property or Properties (each a “Release Property”):
(a) Mezzanine Borrower delivers a written notice (a “Property Release Notice”) to Mezzanine Lender of its desire to effect such Property Release no later than thirty (30) days prior to the date of such desired Property Release, and setting forth the Business Day (the “Release Date”) on which Mezzanine Borrower desires that Mortgage Lender release its interest in such Release Property.
(b) Mezzanine Borrower and each Senior Mezzanine Borrower and Mortgage Borrower shall have paid (i) the “Release Price” (as such term is defined herein and in the Loan Agreement (Mortgage), and each Senior Mezzanine Loan Agreement, (ii) the applicable Prepayment Fee (as such term is defined herein and in the Loan Agreement (Mortgage), each Senior Mezzanine Loan Agreement), if any, (iii) all other sums due under the applicable loan in connection with such prepayment, for deposit into the Holding Account and disbursement by the Cash Management Bank in accordance with Section 3.1.
Release of Individual Property. In the event Mortgage Borrower requests the release of any Individual Property or Properties, subject to satisfaction of each of the conditions set forth below (collectively, the “General Release Conditions”), Mezzanine Lender shall consent to such release and to the other actions to be taken by Mortgage Lender in accordance with Section 2.3.4 of the Loan Agreement (Mortgage) with respect to such Individual Property or Properties (each a “Release Property”):
(a) Mezzanine Borrower delivers a written notice (a “Property Release Notice”) to Mezzanine Lender of its desire to effect such Property Release no later than thirty (30) days prior to the date of such desired Property Release, and setting forth the Business Day (the “Release Date”) on which Mezzanine Borrower desires that Mortgage Lender release its interest in such Release Property.
Release of Individual Property. If Borrower has elected to defease a portion of the Loan and the requirements of Section 2.4 and this Section 2.5 have been satisfied, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Loan Documents) and the release of Borrower's obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:
(a) The principal balance of the Defeased Note shall equal or exceed (b) the Adjusted Release Amount for the applicable Individual Property; provided, however, if the undefeased portion of the Loan at the time a release is requested is less than the Adjusted
Release of Individual Property. At any time after the Closing Date, provided that no Event of Default is then continuing, Borrower may obtain the release of one or more Individual Properties (each Individual Property so released, “Release Property”) from the Lien of the respective Security Instruments to which such Borrower is a party (and related Loan Documents) and the release of the Individual Borrower (which owns the applicable Release Property) and Operating Lessee and Operating Pledgor (if applicable) from all obligations under the Loan Documents (other than those expressly stated to survive), upon the satisfaction of each of the following conditions precedent:
(a) Borrower shall provide Lender with at least ten (10) Business Days’ but no more than ninety (90) days’ prior written notice of its request to obtain a release of an Individual Property, which notice shall identify the Release Property and the date upon which it desires to release such Release Property (the “Release Date”);
(b) Borrower shall prepay the Loan in an amount equal to the Release Amount for such Release Property (together with all accrued and unpaid interest on the principal amount being prepaid, if any, and interest that would have accrued on such prepaid amount through and including the last day of the Interest Period related to the Payment Date next occurring following the date of prepayment);
(c) Concurrently with the payment by Borrower of the Release Amount, provided the Mezzanine Loan is outstanding, Mezzanine Borrower shall prepay the Mezzanine Loan in an amount equal to the Mezzanine Release Amount for the associated Mezzanine Release Collateral (together with any related interest, fees, or other amounts payable under the Mezzanine Loan Documents in connection with such prepayment, including, to the extent such prepayment is made on a date other than a Payment Date, interest which would have accrued on the outstanding principal balance of the applicable Mezzanine Loan through the end of the related interest period pursuant to the applicable Mezzanine Loan Documents);
(d) Subsequent to such release, each Individual Borrower (other than the Individual Borrower that owns the Release Property) shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 hereof;
(e) Intentionally omitted;
(f) Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Release Date, a release of Lien (and related Loan Documents) or, if elected by Borrower, assignme...
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Release of Individual Property. Borrower shall have the right to cause Mortgage Borrower to engage in the transactions contemplated by Section 2.5 of the Mortgage Loan Agreement and obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents), only if all of the following conditions precedent are satisfied:
(a) Borrower shall have complied with all other conditions set forth in Section 2.5.1 of the Mortgage Loan Agreement with respect to such transaction without regard to any waiver by Mortgage Loan Lender of any such conditions (other than a waiver of any non-material term or condition);
(b) Borrower shall submit to Agent, not less than thirty (30) days prior to the date of such release, a letter setting forth the Individual Property that is the subject of the transaction, along with its calculation of the ratios referenced in Section 2.5 of the Mortgage Loan Agreement; and
(c) Borrower shall have paid to Lender an amount equal to the Mezzanine Loan Release Amount applicable to the released Property and Mortgage Borrower shall have paid to the holder of Note B the Note B Release Amount (each as defined in the Mortgage Loan Agreement) applicable to such Individual Property to be released.
Release of Individual Property. Provided no Event of Default has occurred and is continuing, after the expiration of the Lockout Period, Borrower may obtain the release of an Individual Property (other than any Required Retained Property) from the Lien of the Security Instrument thereon (and related Loan Documents) and the release of Borrower's obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive), but only upon the satisfaction of each of the following conditions:
(a) Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Individual Property;
(b) Notwithstanding the other provisions of this Section 2.5, if a Securitization has occurred, the release of the Individual Property shall satisfy all applicable REMIC Requirements (defined below) and Borrower shall deliver to Lender an opinion of counsel that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining that the Loan will not fail to maintain its status as a qualified mortgage within the meaning of Code Section 860G(a)(3) as a result of the release of the applicable Individual Property. As used herein, “REMIC Requirements” shall mean any applicable legal requirements relating to any REMIC Trust (including, without limitation, any constraints, rules and/or other regulations and/or requirements relating to the servicing, modification and/or other similar matters with respect to the Loan (or any portion thereof and/or interest therein)).
Release of Individual Property. Borrower may elect to prepay a portion of the Loan in connection with the release of an Individual Property and the release of Lender’s Lien with respect to the portion of the Collateral related to an Individual Property in connection with (x) the sale of such Individual Property (and the related Mortgage Loan Collateral) (such portion of the Collateral, the “Released Collateral”) in an arm’s length transaction (with not more than a twenty-five percent (25%) non-Controlling direct or indirect interest in such Individual Property and the related Released Collateral retained by Borrower, Sponsor, Mortgage Borrower, Operating Lessee, any other Mortgage Loan Party, any Loan Party, any Mezzanine A Loan Party or any of their respective Affiliates) to a third party purchaser other than Mortgage Borrower, any Mortgage Loan Party, a Loan Party, any Mezzanine A Loan Party or any of its Affiliates (subject to the parenthetical above in this Section 2.5.2) so long as the requirements of Section
