Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property, provided that the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution in accordance with Section 2.4.3 (a) Borrower shall submit to Lender, not less than ten (10) Business Days’ prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for the avoidance of doubt, no Request for Release need be provided in connection with a contribution of a Release Property to a Borrower TRS); (b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3 (a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3 (a) (a “Qualified Release Property Default”)); (c) The Debt Yield as of the most recent Calculation Date, after giving pro forma effect to the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is at least the greater of (x) the Closing Date Debt Yield and (y) the actual Debt Yield as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) of the Net Transfer Proceeds for the Transferred Property; (d) The Release Property shall be Transferred to a Person other than Borrower, any other Loan Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release of a Designated HOA Property, any Affiliate of Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS; (e) Except for (i) the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions; (f) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5; (g) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if a Trigger Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account; (h) Borrower shall submit to Lender, not less than five (5) Business Days prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. 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; (i) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such release and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignment; (j) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and (k) The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages.
Appears in 6 contracts
Samples: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property, provided that the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution in accordance with Section 2.4.3
(a) Borrower shall submit to Lender, not less than ten (10) Business Days’ prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for the avoidance of doubt, no Request for Release need be provided in connection with a contribution of a Release Property to a Borrower TRS)Transfer;
(b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a) (a “Qualified Release Property Default”));
(c) The Debt Yield as of the most recent Calculation Date, after giving pro forma effect to for the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is at least the greater of (x) the Closing Date Debt Yield and (y) the actual Debt Yield as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) % of the Net Transfer Proceeds for the Transferred Property;
(d) The Release Property shall be Transferred to a Person other than Borrower, any other Loan Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release of a Designated HOA PropertyDefault, any Affiliate of Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS;
(e) Except for (i) , and, unless the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions;
(fe) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on On or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5;
(gf) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if If a Trigger Period is continuing on the Transfer Datedate, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account;
(hg) Borrower shall submit to Lender, not less than five (5) Business Days Days’ prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. 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;
(ih) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such release and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignment;
(ji) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) % immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(kj) The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages.
Appears in 2 contracts
Samples: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property, provided that the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution in accordance with Section 2.4.3
(a) Borrower shall submit to Lender, not less than ten (10) Business Days’ prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for the avoidance of doubt, no Request for Release need be provided in connection with a contribution of a Release Property to a Borrower TRS)Transfer;
(b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3Section
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a) (a “Qualified Release Property Default”));
(c) The Debt Yield as of the most recent Calculation Date, after giving pro forma effect to for the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is at least the greater of (x) the Closing Date Debt Yield and (y) the actual Debt Yield as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) % of the Net Transfer Proceeds for the Transferred Property;
(d) The Release Property shall be Transferred to a Person other than Borrower, any other Loan Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release of a Designated HOA PropertyDefault, any Affiliate of Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS;
(e) Except for (i) , and, unless the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions;
(fe) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on On or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5;
(gf) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if If a Trigger Period is continuing on the Transfer Datedate, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account;
(hg) Borrower shall submit to Lender, not less than five (5) Business Days Days’ prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. 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;
(ih) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such release and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignment;
(ji) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of principal
(i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(kj) The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages.
Appears in 2 contracts
Samples: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property, provided that the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution in accordance with Section 2.4.32.4.3(a):
(a) Borrower shall submit to Lender, not less than ten (10) Business Days’ prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for the avoidance of doubt, no Request for Release need be provided in connection with a contribution of a Release Property to a Borrower TRS);
(b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a2.4.3(a) (a “Qualified Release Property Default”));
(c) The Debt Yield as of the most recent Calculation Date, after giving pro forma effect to the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is at least the greater of (x) the Closing Date Debt Yield and (y) the actual Debt Yield as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) of the Net Transfer Proceeds for the Transferred Property;
(d) The Release Property shall be Transferred to a Person other than Borrower, any other Loan Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release of a Designated HOA Property, any Affiliate of Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS;
(e) Except for (i) the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions;
(f) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5;
(g) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if a Trigger Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account;
(h) Borrower shall submit to Lender, not less than five (5) Business Days prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. 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;
(i) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such release and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignment;
(j) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(k) The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages.
Appears in 1 contract
Samples: Loan Agreement
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property; provided that, provided that except in the case of a Transfer and associated release of a Fully-Condemned Property or Property subject to a Casualty or as otherwise consented to by Lender in its sole discretion, (i) there shall be no more than one date in each calendar quarter on which any Transfers and associated releases occur and (ii) no Transfer or associated release shall occur prior to the first anniversary of the Closing Date or after the Yield Maintenance End Date; and provided, further, that, unless otherwise consented to by Lender in its sole discretion, the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance as determined by Lender in its sole discretion and Borrower is notified in writing of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution Lender’s determination in accordance with Section 2.4.32.12:
(a) Borrower shall submit to Lender, not less than ten forty-five (1045) Business Days’ days prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for Transfer, and shall pay to Lender the avoidance of doubt, no Request for Xxxxxx Mae Release need be provided in connection with a contribution of a Release Property to a Borrower TRS)Fee concurrently therewith;
(b) No Default or Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a) (a “Qualified Release Property Default”))continuing;
(ci) The Debt Yield as of the most recent Calculation Date, after After giving pro forma effect to the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is at least as of the greater of most recent Calculation Date, (x) the Closing Date Debt Yield DSCR Collateral Event Test is satisfied and (y) the actual Debt Yield as of Service Coverage Ratio is not less than the Debt Service Coverage Ratio immediately prior to such date; provided that the condition in this clause Transfer and (cii) shall not be applicable after giving effect to a Transfer of a Property if such Transfer, (x) the Loan LTV Test is prepaid satisfied and (y) the Loan LTV is not greater than the Loan LTV immediately prior to such Transfer, in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) of the Net Transfer Proceeds for the Transferred Propertyeach case, as determined by Lender in accordance with Section 2.12.1;
(d) After giving pro forma effect to the elimination of the Underwritten Net Cash Flow for the Release Property, the Pool Geographic Test is satisfied as of the most recent Calculation Date, as determined by Lender in accordance with Section 2.12.1; provided that, if such Release Property is located in a Specified IH Market, clause (iii) of the Pool Geographic Test shall be deemed inapplicable for satisfaction of this clause (d);
(e) The Release Property shall be Transferred to a Person other than Borrower, any other Loan Party or, unless the release of the such Release Property is effected in order to cure a Qualified Release Property Default or is a release of a Designated HOA Property, a Fully-Condemned Property or a Property subject to a Casualty, any Affiliate of Borrower or any other Loan Party (other than Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS);
(ef) Except for (i) the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, a Fully-Condemned Property, or a Property subject to a Casualty, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions, as determined by Lender in its sole discretion;
(fg) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on On or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property, Property and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5;
(gh) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if If a Trigger Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such releaseTransfer, shall be deposited into the Cash Collateral Account;
(hi) Borrower shall furnish or cause to be furnished to Lender in such manner and in such detail as may be requested by Lender such information, documents, records or reports as may be requested by Lender in connection with evaluating whether such Transfer satisfies the conditions set forth in this Section 2.5;
(j) Borrower shall submit to Lender, not less than five thirty (530) Business Days days prior to the Transfer DateDate , a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) ), in each case, in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. 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 assignmentTransfer;
(ik) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such release and, in addition, Transfer and the current reasonable and customary fee being assessed by Lender and/or Servicer for its Servicer own account to effect such release or assignmentTransfer;
(jl) The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages; and
(m) Borrower shall deliver to Lender an Officer’s Certificate certifying that this Section 2.5 has been complied with in its entirety. Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio ratio, expressed as a percentage, of the unpaid principal balance of the Loan Outstanding Principal Balance to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the release Transfer of the Release Property, no release Transfer will be permitted unless the principal balance of the Loan Outstanding Principal Balance is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) paragraph is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release Transfer of the Release Property; and
. Further, no Transfer will be permitted unless immediately after such Transfer, the Outstanding Principal Balance will not exceed one hundred percent (k100%) The of the aggregate fair market value of the remaining Properties (which fair market value is determined for these purposes based on the aggregate Property Values of the remaining Properties). Notwithstanding anything in the contrary, this Section 2.5 shall not apply to (1) any Transfer and associated release that is part of a Substitution (which shall be governed by Section 2.7), (2) except as otherwise expressly provided in Section 2.6, any Transfer and associated release that is part of a Special Release (which shall be governed by Section 2.6), (3) any Transfer and associated release of a Disqualified Property is (which shall be governed by Section 2.4.3(a)) or (4) any Transfer to a separate legal parcel from the property remaining encumbered Borrower TRS (which shall be governed by MortgagesSection 4.1.23).
Appears in 1 contract
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property, provided that the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution Substitution in accordance with Section 2.4.3(a), to the extent Section 2.4.3
(a) conflicts with such Release Conditions:
(i) Borrower shall submit to Lender, not less than ten (10) Business Days’ Days prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for the avoidance of doubt, no a Request for Release need be provided in connection with a contribution of a Release Property to Borrower TRS prior to the Transfer thereof to a third party shall include only clauses (ii), (iii) and (x) below, provided, that the Transfer of such Release Property to such third party shall be subject to satisfaction of all of the conditions contained in this Section 2.5, and provided further that the contribution of such Release Property by Borrower TRSto Borrower TRS shall be subject to the terms of Section 4.1.22 hereof);
(bii) No no Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a2.4.3(a) or Section 2.5(v), as applicable (a “Qualified Release Property Default”));
(ciii) The Debt Yield the Component E2 DSCR as of the most recent Calculation Date, after giving pro forma effect to for the elimination of from the Underwritten Net Cash Flow for of the Release Property and the repayment of the Loan in the applicable Release Amount, is at least the greater of (x) the Closing Date Debt Yield and (y) the actual Debt Yield as of such dateDSCR; provided that the condition in this clause (ciii) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) of the Net Transfer Proceeds for the Transferred Property;
(d) The Release Property shall be Transferred to a Person other than Borrower, any other Loan Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release of a Designated HOA Property, any Affiliate of Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS;
(e) Except for (i) the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions;
(f) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5;
(g) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if a Trigger Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account;
(h) Borrower shall submit to Lender, not less than five (5) Business Days prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. 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;
(i) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such release and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignment;
(j) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(k) The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages.the
Appears in 1 contract
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property, provided that the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution in accordance with Section 2.4.3
(a) Borrower shall submit to Lender, not less than ten (10) Business Days’ prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for the avoidance of doubt, no Request for Release need be provided in connection with a contribution of a Release Property to a Borrower TRS)Transfer;
(b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a) (a “Qualified Release Property Default”));
(c) The the Debt Yield as of the most recent Calculation Date, after giving pro forma effect to for the elimination of the Underwritten Net Cash Flow for the Release Released Property and the repayment of the Loan in the applicable Release Amount, is at least the greater of (x) the Closing Date Debt Yield and (y) the actual Debt Yield as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) % of the Net Transfer Proceeds for the Transferred Property;
(d) The Unless the release of the Release Property is effected in order to cure a Qualified Release Property Default, the Release Property shall be Transferred to a Person other than Borrower, any other Loan Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release of a Designated HOA Property, any Affiliate of Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS;
(e) Except for (i) the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property and shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions;
(fe) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on On or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5;
(gf) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if a Trigger Period is continuing on the Transfer Datedate, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account;.
(hg) Borrower shall submit to Lender, not less than five (5) Business Days Days’ prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. 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;
(ih) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such release and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignment;; and
(ji) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) % immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(k) The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages.
Appears in 1 contract
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender Required Lenders shall direct Collateral Agent in writing to execute and deliver to Borrower a release of Collateral Agent’s interest in the Release Property from the applicable Mortgage Documents and a release the security interest and of its Lien on any Collateral located at such Property and provide Borrower, at Borrower’s sole cost and expense, with any documents prepared by Borrower and delivered to Collateral Agent and Lenders necessary to evidence the release of Collateral Agent’s Liens on such Release Property, provided that if the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for ):
(a) The Transfer occurs more than twelve (12) months after the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property Closing Date (other than in connection with a Disqualified Property released at any prepayment or substitution time in accordance with Section 2.4.3order to cure a Qualified Release Property Default);
(ab) No Event of Default has occurred and is continuing at the time of the relevant Transfer, other than if such Release Property is a Disqualified Property and each Qualified Release Property Default applicable to such Disqualified Property would be cured as a result of the release of the Disqualified Property;
(c) Borrower shall submit to LenderLenders, not less than ten (10) Business Days’ nor more than thirty (30) days prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender Required Lenders that the conditions precedent set forth in this Section 2.5 Release Conditions will be satisfied upon the consummation of such Transfer (for the avoidance of doubtTransfer; provided, no Request for Release need be provided in connection with a contribution however, that as to any release of a Release Disqualified Property to cure a Borrower TRS);
(b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a) (a “Qualified Release Property Default”)), such notice shall be given within ten (10) Business Days after the occurrence of the first Qualified Release Property Default with respect to such Property, and the Transfer Date shall be not later than ten (10) Business Days thereafter;
(cd) The the Debt Yield Service Coverage Ratio as of the most recent Calculation Date, after giving pro forma effect to for the elimination of the Underwritten Net Cash Flow for the applicable Release Property (if applicable) and the repayment reduction of the Loan in the applicable Release AmountDebt Service as calculated by Lender pursuant to this Section 2.5(d), is at least equal to the greater of (xi) the Closing Date Debt Yield Required DSCR and (yii) the actual Debt Yield Service Coverage Ratio as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) of the Net Transfer Proceeds for the Transferred Propertymost recent Calculation Date;
(de) The the Release Property shall be Transferred to a Person other than Borrower, any other Loan who is not a Relevant Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release an Affiliate of a Designated HOA PropertyRelevant Party, any Affiliate of Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS;
(e) Except for (i) the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions; except that if the Transfer and release is to cure a Qualified Release Property Default, then the Release Property may be Transferred to a Person who is an Affiliate of Borrower or Equity Owner but is not a direct or indirect subsidiary of either of them, for consideration then paid in cash equal to not less than the appraised value of the Property, as determined by an Appraisal commissioned by Required Lenders;
(f) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal pay to Lenders the applicable Release Amount together with the amounts required by Section 2.4.4, which aggregate amount shall be transferred directly to Lenders by the closing title company or escrow agent for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5Transfer;
(g) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if a Trigger Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account;
(h) Borrower shall submit to Lender, Collateral Agent and Lenders not less than five (5) Business Days Days’ prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber encumbers other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and which shall contain standard provisions protecting the rights of Lender. In Collateral Agent and Lenders; and in addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender Collateral Agent or Required Lenders reasonably requires require to be delivered by Borrower in connection with such release or assignment, and Collateral Agent, at the written direction of Required Lenders, at Borrower’s sole cost and expense, shall deliver to Borrower all documents which Xxxxxxxx prepares and delivers to Collateral Agent and Lenders and which documents are necessary for the release of all Liens on the Release Properties;
(ih) Borrower shall have paid pay all taxes Taxes (other than Excluded Taxes) and all reasonable out-of-pocket costs and expenses incurred by Lender (including reasonable attorneys’ fees and expenses) of Lenders, Collateral Agent and/or its Servicer in connection with any such the release and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignment;
(j) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(ki) The No later than the close of business on the Transfer Date, Borrower shall provide written notice of the Transfer of the Release Property to Lenders. If a Disqualified Property is released in accordance with the conditions set forth in this Section 2.5, then the release of such Property shall be deemed to cure each potential Event of Default that relates solely to such Disqualified Property (a separate legal parcel from the property remaining encumbered by Mortgages“Qualified Release Property Default”).
Appears in 1 contract
Transfers of Properties. Borrower and Borrower TRS may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property, provided that the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution in accordance with Section 2.4.32.4.3(a) to the extent Section 2.4.3(a) conflicts with such Release Conditions:
(a) Borrower shall submit to Lender, not less than ten (10) Business Days’ prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for the avoidance of doubt, no a Request for Release need be provided in connection with a contribution of a Release Property to a Borrower TRSTRS prior to the Transfer thereof to such third party shall include only clauses (b), (c) and (j) below);
(b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a) (a “Qualified Release Property Default”));
(c) The Debt Yield as of the most recent Calculation Date, after giving pro forma effect to for the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is at least the greater of (x) the Closing Date Debt Yield and (y) the actual Debt Yield as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) % of the Net Transfer Proceeds for the Transferred Property;
(d) The Release Property shall be Transferred to a Person other than Borrower, any other Loan Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release of a Designated HOA PropertyDefault, any Affiliate of Borrower or any other Loan Party; Party (provided that Borrower may contribute the Release Property to a Borrower TRS;
TRS prior to such Transfer so long as the Properties in a Borrower TRS shall not exceed five percent (e5%) Except for of the total Properties of the Loan Parties at any time and the Borrower TRS shall commence marketing such Release Property within sixty (i60) calendar days of transfer), and, unless the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions;
(fe) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on On or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5;
(gf) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if If a Trigger Period is continuing on the Transfer Datedate, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account;
(hg) Borrower shall submit to Lender, not less than five (5) Business Days Days’ prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. 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;
(ih) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such release and, in addition, the fee specified on Schedule IX as being assessed by Lender and/or its Servicer, or with respect to any replacement Servicer, the current reasonable and customary fee being assessed by Lender and/or its Servicer such replacement Servicer, to effect such release or assignment;
(ji) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) % immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if under this Section 2.5(i) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(k) The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages.2.5
Appears in 1 contract
Samples: Loan Agreement (American Residential Properties, Inc.)
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and its Lien on any Collateral located at such Property, provided that Property if the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution in accordance with Section 2.4.3):
(a) the Transfer occurs more than six (6) months after the Closing Date;
(b) no Event of Default has occurred and is continuing, other than if such Release Property is a Disqualified Property and each Event of Default that is specific to such Disqualified Property (a “Qualified Release Property Default”) would be cured as a result of the release of the Disqualified Property;
(c) Borrower shall submit to Lender, not less than ten (10) nor more than thirty (30) Business Days’ Days prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 Release Conditions will be satisfied upon the consummation of such Transfer (for the avoidance of doubtTransfer; provided, no Request for Release need be provided in connection with a contribution however, that as to any release of a Release Disqualified Property to cure a Borrower TRS);
(b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a) (a “Qualified Release Property Default”)), such notice shall be given within five Business Days after the occurrence of the first Qualified Release Property Default with respect to such Property, and the Transfer Date shall be not later than ten (10) Business Days thereafter;
(cd) The intentionally omitted;
(e) the Debt Yield Service Coverage Ratio as of the most recent Calculation Date, after giving pro forma effect to for the elimination of the Underwritten Net Cash Flow for the applicable Release Property and the repayment reduction of the Loan in the applicable Release AmountDebt Service as determined by Lender pursuant to Section 1.4.4(d), is at least the greater of (x) equal to the Closing Date Debt Yield and (y) the actual Debt Yield as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) of the Net Transfer Proceeds for the Transferred PropertyDSCR;
(df) The the Release Property shall be Transferred to a Person other than Borrower, any other Loan who is not a Relevant Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release an Affiliate of a Designated HOA PropertyRelevant Party, any Affiliate of Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS;
(e) Except for (i) the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions; except that if the Transfer and release is to cure a Qualified Release Property Default, then the Release Property may be Transferred to a Person who is an Affiliate of Borrower or Equity Owner but is not a direct or indirect subsidiary of either of them, for consideration then paid in cash equal to not less than the BPO Value of the Property, as determined by Lender;
(fg) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal pay to Lender the applicable Release Amount together with the amounts required by Section 1.4.4, which aggregate amount shall be transferred directly to the Cash Management Account by the closing title company or escrow agent for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5;
(g) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if a Trigger Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral AccountTransfer;
(h) Borrower shall submit to Lender, not less than five (5) Business Days Days’ prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber encumbers other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and which shall contain standard provisions protecting the rights of Lender. In ; and 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;
(i) Borrower shall have paid pay all taxes Taxes and all reasonable out-of-pocket costs and expenses incurred by (including reasonable attorneys’ fees and expenses) of Lender and/or its Servicer in connection with any such the release and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignmentthe release;
(j) Notwithstanding notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; , and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) % immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Internal Revenue Service Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) paragraph is applicable but not followed or is no longer applicable at the time of such release, the Securitization REMIC Trust will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(k) The no later than the close of business on the Transfer Date, Borrower shall provide written notice of the Transfer of the Release Property is a separate legal parcel from the property remaining encumbered by Mortgagesto Lender.
Appears in 1 contract
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property, provided that the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution Substitution in accordance with Section 2.4.32.4.3(a) or Section 2.11:
(a) Borrower shall submit to Lender, not less than ten (10) Business Days’ prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for the avoidance of doubt, no Request for Release need be provided in connection with a contribution of a Release Property to a Borrower TRS);
(b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a) (a “Qualified Release Property Default”));
(c) The Debt Yield as of the most recent Calculation Date, after giving pro forma effect to the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is at least the greater of (x) the Closing Date Debt Yield and (y) the actual Debt Yield as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) of the Net Transfer Proceeds for the Transferred Property;
(d) The Release Property shall be Transferred to a Person other than Borrower, any other Loan Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release of a Designated HOA Property, any Affiliate of Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS;
(e) Except for (i) the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions;
(f) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5;
(g) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if a Trigger Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account;
(h) Borrower shall submit to Lender, not less than five (5) Business Days prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. 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;
(i) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such release and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignment;
(j) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i2.5(j) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(k) The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages.
Appears in 1 contract
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender Required Lenders shall direct Collateral Agent in writing to execute and deliver to Borrower a release of Collateral Agent’s interest in the Release Property from the applicable Mortgage Documents and a release the security interest and of its Lien on any Collateral located at such Property and provide Borrower, at Borrower’s sole cost and expense, with any documents prepared by Borrower and delivered to Collateral Agent and Lenders necessary to evidence the release of Collateral Agent’s Liens on such Release Property, provided that if the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for ):
(a) The Transfer occurs more than twelve (12) months after the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property Closing Date (other than in connection with a Disqualified Property released at any prepayment or substitution time in accordance with Section 2.4.3order to cure a Qualified Release Property Default);
(ab) No Event of Default has occurred and is continuing at the time of the relevant Transfer, other than if such Release Property is a Disqualified Property and each Qualified Release Property Default applicable to such Disqualified Property would be cured as a result of the release of the Disqualified Property;
(c) Borrower shall submit to LenderLenders, not less than ten (10) Business Days’ nor more than thirty (30) days prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender Required Lenders that the conditions precedent set forth in this Section 2.5 Release Conditions will be satisfied upon the consummation of such Transfer (for the avoidance of doubtTransfer; provided, no Request for Release need be provided in connection with a contribution however, that as to any release of a Release Disqualified Property to cure a Borrower TRS);
(b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a) (a “Qualified Release Property Default”)), such notice shall be given within ten (10) Business Days after the occurrence of the first Qualified Release Property Default with respect to such Property, and the Transfer Date shall be not later than ten (10) Business Days thereafter;
(cd) The the Debt Yield Service Coverage Ratio as of the most recent Calculation Date, after giving pro forma effect to for the elimination of the Underwritten Net Cash Flow for the applicable Release Property (if applicable) and the repayment reduction of the Loan in the applicable Release AmountDebt Service as calculated by Lender pursuant to this Section 2.5(d), is at least equal to the greater of (xi) the Closing Date Debt Yield Required DSCR and (yii) the actual Debt Yield Service Coverage Ratio as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) of the Net Transfer Proceeds for the Transferred Propertymost recent Calculation Date;
(de) The the Release Property shall be Transferred to a Person other than Borrower, any other Loan who is not a Relevant Party or, unless the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release an Affiliate of a Designated HOA PropertyRelevant Party, any Affiliate of Borrower or any other Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS;
(e) Except for (i) the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions; except that if the Transfer and release is to cure a Qualified Release Property Default, then the DB1/ 149149761.5 Release Property may be Transferred to a Person who is an Affiliate of Borrower or Equity Owner but is not a direct or indirect subsidiary of either of them, for consideration then paid in cash equal to not less than the appraised value of the Property, as determined by an Appraisal commissioned by Required Lenders;
(f) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal pay to Lenders the applicable Release Amount together with the amounts required by Section 2.4.4, which aggregate amount shall be transferred directly to Lenders by the closing title company or escrow agent for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5Transfer;
(g) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if a Trigger Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account;
(h) Borrower shall submit to Lender, Collateral Agent and Lenders not less than five (5) Business Days Days’ prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber encumbers other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and which shall contain standard provisions protecting the rights of Lender. In Collateral Agent and Lenders; and in addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender Collateral Agent or Required Lenders reasonably requires require to be delivered by Borrower in connection with such release or assignment, and Collateral Agent, at the written direction of Required Lenders, at Borrower’s sole cost and expense, shall deliver to Borrower all documents which Xxxxxxxx prepares and delivers to Collateral Agent and Lenders and which documents are necessary for the release of all Liens on the Release Properties;
(ih) Borrower shall have paid pay all taxes Taxes (other than Excluded Taxes) and all reasonable out-of-pocket costs and expenses incurred by Lender (including reasonable attorneys’ fees and expenses) of Lenders, Collateral Agent and/or its Servicer in connection with any such the release and, in addition, the current reasonable and customary fee being assessed by Lender and/or its Servicer to effect such release or assignment;
(j) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(ki) The No later than the close of business on the Transfer Date, Borrower shall provide written notice of the Transfer of the Release Property to Lenders. If a Disqualified Property is released in accordance with the conditions set forth in this Section 2.5, then the release of such Property shall be deemed to cure each potential Event of Default that relates solely to such Disqualified Property (a separate legal parcel from the property remaining encumbered by Mortgages“Qualified Release Property Default”).
Appears in 1 contract
Transfers of Properties. Borrower may Transfer any Property (each, a “Release Property”) and Lender Collateral Agent, acting at the written direction of Administrative Agent, shall release the Release Property from the applicable Mortgage Documents and Administrative Agent shall release the security interest and Lien on any Collateral located at such Property, provided that the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender Administrative Agent to direct Collateral Agent on behalf of the Secured Parties to release its security interest and Lien on any Disqualified Property in connection with any prepayment or substitution Substitution in accordance with Section 2.4.32.4.3(a) or Section 2.11 or any contribution of a Release Property to a Borrower TRS:
(a) Borrower shall submit to LenderAdministrative Agent and Collateral Agent, not less than ten (10) Business Days’ prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender Administrative Agent that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for the avoidance of doubt, no Request for Release need be provided in connection with a contribution of a Release Property to a Borrower TRS)Transfer;
(b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.3
(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.3
(a2.4.3(a) (a “Qualified Release Property Default”))) and no Trigger Period shall be in effect after giving effect to the payment of the Release Amount and the Transfer of the Release Property;
(c) The Debt Yield as of the most recent Calculation Date, after giving pro forma effect to the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is at least equal to the greater of (x) the Closing Date Debt Yield and (y) the actual Debt Yield as of such date; provided that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and one hundred percent (100%) of the Net Transfer Proceeds for the Transferred Property;
(d) The Release Property shall be Transferred (i) pursuant to a Person other than Borrower, any other Loan Party an External Transfer or, unless (ii) if the release of the Release Property is effected in order to cure a Qualified Release Property Default or is a release of a Disqualified Property pursuant to Section 2.4.3(a) or Designated HOA Property, to any Affiliate of Borrower or any other Person that is not a Loan Party; provided that Borrower may contribute the Release Property to a Borrower TRS;
(e) Except for (i) the release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) any contribution to a Borrower TRS described in the proviso of the foregoing clause (d) or (iii) a release of a Designated HOA Property, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditionsreserved;
(f) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), on On or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5;
(g) Except for any contribution to a Borrower TRS described in the proviso of the foregoing clause (d), if a Trigger Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release, shall be deposited into the Cash Collateral Account;
(h) Borrower shall submit to LenderAdministrative Agent and Collateral Agent, not less than five (5) Business Days prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of LenderAdministrative Agent and Collateral Agent. In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender Administrative Agent or Collateral Agent reasonably requires require to be delivered by Borrower in connection with such release or assignment;
(ih) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer Administrative Agent or Collateral Agent in connection with any such release andrelease, in addition, and the current reasonable and customary fee being assessed by Lender and/or its Servicer Administrative Agent or Collateral Agent to effect such release or assignment;
(j) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5(i) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the Release Property; and
(ki) The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages.
Appears in 1 contract
