Release of Mortgaged Properties. The Borrower may request that the Agent release any Mortgaged Property from the lien of the Security Documents and the Agent shall approve any such request provided that there is then no continuing Default or Event of Default under this Agreement and the requested release will not result in any Default or Event of Default under this Agreement and the Borrower delivers to the Agent a pro-forma Compliance Certificate reasonably satisfactory to the Agent demonstrating that the requested release will not result in a violation of any of the covenants in Section 9. The Borrower may request releases of a portion of a Mortgaged Property consisting of undeveloped land to be developed by Borrower or sold provided that in addition to the requirements set forth above, the Borrower shall also submit such additional information as may be reasonably requested by the Agent including, without limitation, (i) an updated survey and endorsements to the Title Policy; (ii) an updated Appraisal of the remaining portion of the Mortgaged Property and (iii) evidence that the division of the Mortgaged Property pursuant to the requested release will not result in violation of any zoning ordinance or other applicable laws and ordinances. If the Borrower shall request the release of any Mortgaged Property which is adjacent to any other Mortgaged Property which is not to be simultaneously released, the Agent may require the establishment of appropriate easements and maintenance agreements satisfactory to the Agent relating to any shared utilities, drainage facilities, access drives or walks, parking areas or other shared facilities.
Release of Mortgaged Properties. The Administrative Agent is hereby authorized by the Lenders to execute, at the cost and expense of the Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent, partial releases of the Mortgaged Properties to the extent such Mortgaged Properties are sold in accordance with the terms of the Mortgage and subsection 8.6.
Release of Mortgaged Properties. Upon the release of any Mortgaged Property from the applicable Security Instrument pursuant to this Agreement, if Lender determines that all Reserve Funds are fully funded, Lender will pay to Borrower all funds in any Reserve Funds that relate solely to such Release Property.
Release of Mortgaged Properties. The Administrative Agent agrees that, upon the Borrower's request (a ARelease Request ) to the Administrative Agent, the Administrative Agent will deliver to Borrower a form of release, duly executed and acknowledged by the Administrative Agent, releasing from the lien of the applicable Mortgage (a ARelease ) a Mortgaged Property (a ARelease Parcel ) but only if and on the condition that:
(i) each Release Request shall be in writing, shall contain all information necessary for the Administrative Agent to cause a Release in recordable form to be prepared and shall be given at least ten (10) Business Days prior to the requested date of such Release;
(ii) as of the date of such Release Request, and as of the Closing Date of such Release (before as well as after giving effect to such Release), no Default or Event of Default shall have occurred and be continuing, and each Release Request shall constitute Borrower's representation and warranty that the foregoing is true, complete and accurate;
(iii) before as well as after giving effect to such Release, subject to the provisions of Section 5.5 hereof, all representations and warranties contained herein (except representations and warranties expressly provided herein as being made only as of the Closing Date) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Release;
(iv) the Borrower executes, acknowledges and delivers to the Administrative Agent, at Borrower's expense, any and all documents and instruments reasonably required by the Administrative Agent to preserve and maintain the Administrative Agent's and Lenders rights, upon and following any such Release, under and with respect to the Loan Documents; and
(v) the Borrower pays to the Administrative Agent for the account of the Lenders and for application to the Term Portion of the Loan an amount equal to the Release Price for the Mortgaged Property, less any previous prepayment of the Term Portion of the Loan not made in connection with a Release or otherwise applied to a Release Price. In the event that all of the foregoing conditions to a Release have been satisfied, then, at Borrower's request, the Administrative Agent shall furnish such Release for execution by the Administrative Agent and for recordation by the title company which had insured the Lenders interest in the Mortgaged Property subject to the Release or as otherwise designated by B...
Release of Mortgaged Properties. The Borrower may request that the Lenders authorize the Agent to release any Mortgaged Property from the lien of the Security Documents and the Lenders agree to approve any such request provided that the requested release will not result in any Default or Event of Default under this Agreement and on or before the date of such release the Borrower delivers to the Agent a pro-forma Compliance Certificate reasonably satisfactory to the Agent demonstrating that the requested release will not result in a violation of any of the covenants in ss.9.1 through ss.9.7
Release of Mortgaged Properties. Except as set forth in this SECTION 2.5, no repayment or prepayment of all or any portion of the Notes shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Mortgage on any Mortgaged Property.
Release of Mortgaged Properties. 69 11.17 Limitation on Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Release of Mortgaged Properties. With respect to Loan 8, Equity Lifestyle Portfolio, so long as no event of default under the mortgage loan is continuing, the Equity Lifestyle Portfolio Loan permits partial defeasance of the loan in connection with a release of individual properties with non-callable government securities beginning two years after the creation of the series 2005-CIP1 securitization trust, in an amount equal to the greater of (i) 125% of the allocated loan amount of the property to be defeased, (ii) in the event that such partial defeasance is in connection with the sale of the property to be defeased to a third party unaffiliated with the borrowers or its sponsor, in an arm's-length transaction pursuant to the permitted transfer provisions of the loan documents, an amount equal to 85% of the gross sales price to be paid by or on behalf of such transferee for purchase of such property, and (iii) an amount which causes the adjusted debt service coverage ratio with respect to the undefeased portion of the Equity Lifestyle Portfolio Loan to be at least 1.
35:1. The conditions for partial defeasance include payment by the borrowers of all reasonable fees and expenses associated with the partial defeasance, and written confirmation from the relevant rating agencies that such partial defeasance will not result in any withdrawal, qualification or downgrade the then-applicable rating on any security issued in connection with the Equity Lifestyle Portfolio Loan. With respect to Loan 11, Verga Portfolio, any of the mortgaged real properties in the portfolio may be released, subject to certain conditions, including among others: (i) all of the five commercial properties in the portfolio must be released at any time prior to the release of any of the multifamily properties in the portfolio, (ii) the one multifamily property in the portfolio located on Xxxx Avenue in Marina, Monterey County, California, may be released after the release of all of the commercial properties in the portfolio, (iii) the 10 multifamily properties in the portfolio not located on Xxxx Avenue in Marina, Monterey County, California, may be released, either individually or in their entirety, after the release of all of the commercial properties in the portfolio, and (iv) the defeasance amount payable to the lender for the relevant portion of the portfolio being released is equal to the highest of (a) 110% of the allocated mortgage loan amount relating to the relevant mortgaged real properties being released, (b)...
Release of Mortgaged Properties. The Borrower may request that the Lenders authorize the Agent to release any Mortgaged Property from the lien of the Security Documents, provided that no Default or Event of Default under the Loan Agreement exists or will be created as a result of the release upon a sale of a Mortgaged Property to a Person that is not an affiliate of or related to Borrower or Mortgagors upon: (i) the delivery to Agent of a pro-forma Compliance Certificate reasonably satisfactory to the Agent demonstrating that the requested release, once consummated, will not result in a violation of any of the covenants in Section 9.1 through Section 9.6 of the Loan Agreement (as in effect following such release), and (ii) the payment to Agent for the account of the Lenders of a Release Price in an amount equal to the Minimum Release Amount, which payment shall be applied to reduce the principal balance of the Loans. For the purposes hereof, the Minimum Release Amount shall be determined as follows: (A) in the event that any principal indebtedness is outstanding under the Secured Revolving Credit Agreement prior to such release, an amount equal to the Net Sales Proceeds available from such sale, after payment of any release price due and payable under the Secured Revolving Credit Agreement; and (B) if no principal indebtedness is outstanding under the Secured Revolving Credit Agreement immediately prior to such release, an amount equal to the greater of (1) the Net Sales Proceeds from such sale and (2) $23,000,000.00 (with respect to the Mortgaged Property commonly known as Chateau Plaza) or $24,000,000.00 (with respect to the Mortgaged Property commonly known as Xxxxxxxxx Park). Borrower shall pay all reasonable fees and expenses of Agent in connection with any such release.”
(f) By inserting the following as §5.4 of the Loan Agreement:
Release of Mortgaged Properties. So long as no Default or Event of Default shall have occurred and be continuing at the time of any such release, Holdings may request that any Mortgaged Property with a value (as such term is used in the Agreed Security Principles) not in excess of $15,000,000 be released from the Lien of the related Mortgage. Upon delivery by Holdings of a written notice to the Administrative Agent requesting such release and certifying that such release conditions are met, the Administrative Agent, if it shall be the Applicable Representative (under and as defined in the First Lien Intercreditor Agreement), shall instruct the Collateral Agent to release such Mortgage, all at the sole cost and expense of the Loan Parties and without recourse to or representation by the Administrative Agent.”
