Release of Properties. On one or more occasions, the Borrowers may obtain the release (each, a "RELEASE") of one or more Properties from the Lien of the applicable Mortgage(s) in connection with a partial or total defeasance of the Loan subject to the conditions of the Note and subject to the satisfaction of the following conditions:
(A) Lender shall have received from the Borrowers at least fifteen (15) days prior written notice of the date proposed for such release (the "RELEASE DATE") which notice is revocable;
(B) No Event of Default shall have occurred and be continuing as of the date of such notice and the Release Date;
(C) On the date proposed for such Release, the Borrowers shall defease all or a portion of the Loan by delivering a Defeasance Deposit (as defined in the Note) in an amount necessary to pay all Scheduled Defeasance Payments (as defined in the Note) for the entire principal amount of the Loan in the case of a total defeasance, or in the case of a partial defeasance, relating to the Release Price of each Property being released (together with all accrued and unpaid interest on the principal amount being so defeased), and such defeasance shall be undertaken in accordance with the terms and conditions of the Note, and Mezzanine Lender shall have received all amounts required to be paid to it in connection with such Release under the Mezzanine Loan Documents;
(D) If required by any Rating Agency, the Borrowers at their sole cost and expense, in connection with any partial defeasance, shall have delivered to Lender, one or more endorsements to the Title Policies delivered to Lender on the date hereof in connection with the Mortgages insuring that, after giving effect to such Release, (i) the Liens created hereby and thereby and insured under the Title Policies are first priority Liens on the respective remaining Properties subject only to the Permitted Encumbrances applicable to the remaining Properties and (ii) that the Title Policies remain in full force and effect and unaffected by such Release;
(E) Immediately following any Release in connection with any partial defeasance, both the Debt Service Coverage Ratio and the Debt Yield (based upon a trailing twelve (12) month period) shall be equal to or greater than the Debt Service Coverage Ratio and the Debt Yield (based upon a trailing twelve (12) month period) in effect at Closing, or immediately prior to the Release, whichever is greater;
(F) Notwithstanding the foregoing, the Borrowers may not obtain the Rele...
Release of Properties. Except as set forth in this Section 2.6, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of any Lien of any Mortgage on any Individual Property.
Release of Properties. Except as set forth in Section 2.7(b) or this Section 2.10, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of any lien of any Security Instrument on any Individual Property. For the avoidance of doubt, any prepayment of the Loan in connection with a Condemnation or Casualty, and the related release of any lien of any Security Instrument on such Property in connection with such Condemnation or Casualty, if applicable, shall be governed solely by Section 2.7(b), Section 7.3 and Section 7.4 hereof.
Release of Properties. From time to time the Borrowers 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 the Administrative Agent, that any Property (if then a Borrowing Base Property) be released from the Liens created by the Security Documents applicable thereto, which release (the “Property Release”) shall be effected by the Administrative Agent if the Administrative Agent determines all of the following conditions are satisfied as of the date of such Property Release:
(a) No Default or Event of Default exists or will exist immediately after giving effect to such Property Release and the reduction in the Borrowing Base by reason of the release of such Property;
(b) The Borrowers shall have delivered to the Administrative Agent a Borrowing Base Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to its satisfaction that the outstanding principal balance of the Loans, together with the Letter of Credit Liabilities and the Derivatives Termination Value of all Specified Derivatives Contracts, will not exceed the Borrowing Base after giving effect to such request and any prepayment to be made and/or the acceptance of any Property as an additional or replacement Borrowing Base Property to be given concurrently with such request;
(c) The Borrowers shall have delivered to the Administrative Agent all documents and instruments reasonably requested by the Administrative Agent in connection with such Property Release; and
(d) Prior written approval of the Requisite Lenders shall be required prior to the release of (i) any Property constituting part of the Kroger Portfolio or (ii) the Michelin Property. Except as set forth in this Section 4.2, no Borrowing Base Property shall be released from the Liens created by the Security Documents applicable thereto.
Release of Properties. Any Property previously included as an Unencumbered Pool Property but which is not included in an Unencumbered Pool Certificate subsequently submitted pursuant to this Agreement shall no longer be included as an Unencumbered Pool Property (effective as of the date of receipt by the Agent of such Unencumbered Pool Certificate) so long as no Default or Event of Default shall have occurred and be continuing or would exist immediately after such Property is no longer included as an Unencumbered Pool Property.
Release of Properties. Except as set forth in this Section 2.6, no repayment or prepayment of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of either Pledge Agreement on the Collateral 35 Section 2.7 Cash Management 35 ARTICLE 3 CONDITIONS PRECEDENT 39
Release of Properties. Agent shall, upon the written request and at the expense of Borrower, upon payment in full of the Debt in accordance with the terms and provisions of the Loan Documents, release the Lien of the Mortgage. Agent shall deliver to Borrower on the Repayment Date a release of Lien (and related Loan Documents) executed by Agent. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and contain standard provisions protecting the rights of the releasing lender. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage, including Agent’s reasonable attorneys’ fees.
Release of Properties. (a) If the Lessee shall at any time (i) purchase any Affected Property pursuant to Section 15.1 of the Lease, (ii) exercise its Purchase Option with respect to the Properties, or if any or all of the Properties shall be purchased by the Lessee (or its designees) in accordance with the Master Lease, and in each case, the Lessee satisfies each of the obligations and conditions set forth in the Master Lease for the release of a Property therefrom, then, upon application of the proceeds of any such sale pursuant to Article VII and all accrued interest, Yield and any other payments due and owing from the Lessee to the Administrative Agent, the Lenders and the Lessor on such date pursuant to the Operative Documents, including without limitation all amounts due and owing pursuant to Article XIII of this Participation Agreement with respect to such Property or Properties purchased by the Lessee or its designee, each such Property shall be released from the Liens created by the Operative Documents (including any Liens created by the Lease Supplement covering such Property, the Mortgage with respect to such Property and the Assignment of Lease and Rent) and the Administrative Agent and the Lessor shall, at the expense of the Lessee, execute and deliver such instruments as the Lessee may reasonably request to effectuate and evidence such releases.
(b) In addition, upon the termination of the Commitments of the Lenders and the payment in full of all other amounts owing to the Lenders by the Lessee hereunder or under any other Operative Document, the Properties shall be released from the Liens created by the Mortgages and the Assignment of Lease and Rent. Upon request of either the Lessee or the Lessor following any such release, the Administrative Agent shall, at the sole cost and expense of the Lessee, execute and deliver to the Lessor or the Lessee, as applicable, such documents as the Lessee or the Lessor shall reasonably request to effectuate and evidence such release.
Release of Properties. From time to time the Borrower may request, upon not less than 10 days prior written notice to the Agent, that a Borrowing Base Property be no longer considered a Borrowing Base Property, which release (the “Property Release”) shall be effected by the Agent if the Agent determines all of the following conditions are satisfied as of the date of such Property Release:
(a) No Default or Event of Default exists or will exist immediately after giving effect to such Property Release and the reduction in the Borrowing Base by reason of the release of such Property; and
(b) The Borrower shall have delivered to the Agent a Borrowing Base Certificate and Compliance Certificate demonstrating on a pro forma basis, and the Agent shall have determined to its satisfaction, that the outstanding principal balance of the Loans, together with the Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such request and any prepayment to be made and/or the acceptance of any Property as an additional or replacement Borrowing Base Property to be given concurrently with such request and that the Parent and the Borrower will be in compliance with the covenants set forth in Section 10.1. after giving effect to the Property Release.
Release of Properties. Section 4.2(d) of the Credit Agreement is hereby deleted in its entirety and replaced by the following:
