Common use of Release of Properties Clause in Contracts

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. From time to time the Borrowers time, Borrower may request, upon not less than thirty fifteen (3015) days 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) 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. The Borrowing Base shall contain at least five (a5) Borrowing Base Properties; b. 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 c. Borrower 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 (which determination may be based on Appraisals ordered pursuant to Section 4.3), 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;; and (c) The Borrowers d. Borrower shall have delivered to the Administrative Agent all documents and instruments reasonably requested by the Administrative Agent in connection with such Property Release and shall have paid all costs and expenses of Administrative Agent and the Lenders in connection with such Property Release, including reasonably attorneys’ fees; 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. and 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. From time to time the Borrowers time, Borrower may request, upon not less than thirty fifteen (3015) days 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) 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) The Borrowing Base shall contain at least five (5) Borrowing Base Properties; (b) 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; (bc) The Borrowers Borrower 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 (which determination may be based on Appraisals ordered pursuant to Section 4.3), 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;; and (cd) The Borrowers Borrower shall have delivered to the Administrative Agent all documents and instruments reasonably requested by the Administrative Agent in connection with such Property Release and shall have paid all costs and expenses of Administrative Agent and the Lenders in connection with such Property Release, including reasonably attorneys’ fees; and (de) Prior written approval of Borrower shall pay to Administrative Agent the Requisite Lenders shall be required prior to the release of (i) any Property constituting part of the Kroger Portfolio or (ii) the Michelin PropertyAsset Release Fee. 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. From time Subject to time the limitation set forth in Section 2.3(3)(b)(ii)(A) of this Agreement that the Borrowers may requestnot cause more than $50,000,000 in Release Amounts to be applied to the prepayment of the Fixed Loans during the Closed Prepayment Period, at any time on or prior to the Maturity Date, the Borrowers on one or more occasions may obtain and the Administrative Agent and Lenders shall take such actions as are necessary to effectuate pursuant to this Section 2.7(2): (a) the release of any Release Property from the Lien of the Mortgage thereon (and related Loan Documents) in connection with any of (i) a sale of such Release Property to a third party unrelated to any of the Borrowers, or (ii) a Rebranding Renovation of such Release Property or (iii) a refinancing of such Release Property in connection with the exercise by the Borrowers of an option to extend the Maturity Date of the Floating Loans as set forth in Section 2.8, (b) the release of a Borrower’s obligations under the Loan Documents with respect to such Release Property (other than those expressly stated to survive payment of the Release Amount and the release of the Mortgage thereon, including, but not limited to, those obligations set forth in the Hazardous Materials Indemnity Agreement), and (c) the release of any funds in the Tax and Insurance Reserve and any other Reserve, to the extent such funds are related or allocated to such Release Property and have not been previously disbursed, all upon not less than thirty the satisfaction by the Borrowers of each of the following conditions to the satisfaction of the Administrative Agent: (30i) At the time of the notice from the Borrowers to the Administrative Agent of a Borrower’s desire (A) to sell the Release Property, (B) to conduct a Rebranding Renovation of the Release Property, or (C) to refinance such Release Property, as applicable, and at the time of the Release of the Release Property and the tendering of the Release Amount, there shall exist no Event of Default or condition which, with the giving of notice from the Administrative Agent to the Borrowers or the passage of time, or both, would constitute an Event of Default; (ii) The Borrowers shall provide Administrative Agent with at least fifteen (15) days prior written notice of the pending sale, Rebranding Renovation, or refinancing, as applicable, of the Release Property and the partial prepayment of the Loans pursuant to this Section 2.7(2); (iii) The Borrowers shall remit to the Administrative Agent (on behalf of the Lenders) an amount equal to the Release Amount for the applicable Release Property; (iv) The Borrowers shall pay to the Administrative Agent all sums, including, but not limited to, any Libor Breakage Fee, any Fixed Loan Prepayment Fee, any Administrative Agent Lost Servicing Fee and all interest due pursuant to Section 2.3(3) hereof and all other sums then due and payable under the Notes, this Agreement, the Mortgages and the other Loan Documents with respect to said Release Property; (v) If the Release Property is not being Released in connection with a Rebranding Renovation, such Release Property shall either (A) be sold and transferred from a Borrower to another Person, which is not an Affiliate of any of the Borrowers, pursuant to a contract of sale that is a bona fide arm’s length contract, and the transferring Borrower shall provide Administrative Agent with true and correct copies, certified by an officer of such Borrower, of the contract of sale for said Release Property and the closing documents for the sale of said Release Property, including but not limited to the deed and the closing statement, or (B) be refinanced upon market terms with a third-party lender unaffiliated with any of the Borrower Parties in order to permit the Borrowers to satisfy the maximum Loan-to-Value Ratio described in Section 2.8(3)(b) in connection with the exercise by the Borrowers of an option to extend the Maturity Date of the Floating Loans as set forth therein and, as further conditions upon the right of the Borrowers to cause such shorter period as may a Release of one or more Individual Properties pursuant to this clause (B), (I) the applicable Borrower shall convey such Release Property to a legal entity which is not a Borrower immediately prior to encumbering such Release Property with such new indebtedness, (II) such Borrower shall provide Administrative Agent with true and correct copies, certified by an officer of such Borrower, of the closing documents for such new indebtedness, including but not limited to the promissory note, security instrument and the closing statement related thereto, and (III) upon and after such Release, each of the Borrowers shall continue to be acceptable a Special Purpose Entity and shall not be obligated or bound by the new indebtedness used to refinance such Release Property; (vi) The Borrowers shall submit to the Administrative Agent (on behalf of the Lenders), not less than ten (10) Business Days prior to the date of such release, a release of Lien (and related Loan Documents) for such Release Property for execution by the Administrative Agent. Such release shall be in proper form for recording in the jurisdiction in which the Release Property is located and shall be reasonably satisfactory to the Administrative Agent. In addition, 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”) Borrowers shall be effected by provide all other documentation the Administrative Agent if reasonably requires to be delivered by the Borrowers in connection with such release, together with a Borrower’s certificate certifying that such documentation (A) will effect such release in accordance with the terms of this Agreement, and (B) will not impair or otherwise adversely affect the Liens, security interests and other rights of the Administrative Agent determines or Lenders under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (vii) After giving effect to the partial prepayment of the Loans in an amount equal to the Release Amount and the release of the Mortgages and other Loan Documents encumbering the Release Property being sold, the DSCR for all of the following conditions are satisfied as of the date of such Property Release: (a) No Default remaining Properties shall be greater than or Event of Default exists or will exist immediately after giving effect equal to such Property Release and the reduction in the Borrowing Base by reason of the release of such Property1.50:1; (bviii) The Borrowers shall have delivered to Following the Administrative Agent a Borrowing Base Certificate demonstrating on a pro forma basis, Release of the Release Property (or Properties) in question and the Administrative Agent shall have determined to its satisfaction that payment of the Release Amount, the outstanding principal balance of the Loans shall be greater than or equal to $30,000,000 and there shall be at least four (4) remaining Individual Properties owned by the Borrowers and encumbered by the Mortgages securing the Loans. If the outstanding principal balance of the Loans following such prepayment is less than $30,000,000 or if there are four or fewer Individual Properties then owned by the Borrowers and encumbered by the Mortgages securing the Loans, the Administrative Agent (on behalf of the Lenders) may, in its sole and absolute discretion, accelerate the Loans and require the Borrowers to repay the Loans in full, 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 applicable Prepayment Fees 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 a condition to the release of (i) the Mortgage encumbering the Release Property being sold by 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 theretoBorrower.

Release of Properties. From time to time the Borrowers Borrower may request, upon not less than thirty (30) days 15 Business 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) Property and related Collateral 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 representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, are true and correct in all material respects immediately prior to and after giving effect to such Property Release with the same force and effect as if made on and as of such date except to the extent (i) that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and (ii) of changes in factual circumstances resulting from transactions permitted by the Loan Documents; (c) The Borrowers Borrower shall have delivered to the Administrative Agent Agent: (i) a Borrowing Base Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to its satisfaction 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 (dii) Prior written approval of the Requisite Lenders shall be required prior a Compliance Certificate demonstrating on a pro forma basis that, after giving effect to the release of (i) any Property constituting part of Release, the Kroger Portfolio or (ii) Parent is in compliance with the Michelin Property. Except as set forth with the covenants contained in this Section 4.2, no Borrowing Base Property shall be released from the Liens created by the Security Documents applicable thereto10.1.; and

Release of Properties. From time to time the Borrowers may request, upon not less than thirty five (305) days Domestic Business Days prior written notice to the Administrative Agent Agent, that a Mortgaged Property or such shorter period as may a Pledged Mortgage Receivable be acceptable to no longer considered a Borrowing Base Asset and that the Administrative Agent, that any Property (if then a Borrowing Base Property) ’s security interest therein pursuant to the applicable Mortgage or Mortgage Receivables Pledge Agreement and the Document Agreement be released from the Liens created by the Security Documents applicable theretoreleased, which release (the “Property Release”) shall be effected by the Administrative Agent in accordance with the terms of the Document Agreement 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;Borrowing Base Asset; and (b) The Borrowers shall have delivered to the Administrative Agent a Borrowing Base Certificate and Compliance Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to its satisfaction 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 ContractsAdvances, will not exceed the Borrowing Base after giving effect to such request and any prepayment to be made and/or the acceptance of any Mortgaged Property or Pledged Mortgage Receivable as an additional or replacement Borrowing Base Property Asset to be given concurrently with such request; (c) The Borrowers shall have delivered request and that the Loan Parties will be in compliance with this Agreement after giving effect to the Property Release. The Loan Parties shall, jointly and severally, pay all expenses of the Administrative Agent all documents Agent, including fees and instruments reasonably requested by disbursements of special counsel for 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 actions taken, documents prepared or (ii) the Michelin Property. Except as set forth filings made in connection with this Section 4.2, no Borrowing Base Property shall be released from the Liens created by the Security Documents applicable thereto2.15.