Common use of Release Rights Clause in Contracts

Release Rights. (a) During the Term of the Loan, if Borrower proposes to sell a parcel (the “Release Parcel”) which is part of the Property to a bona fide third party purchaser, or if the Event of Default has occurred with respect to any Property, and Borrower proposes to repay the amount of the Loan necessary to affect the release of such property in order to cure the Event of Default (a “Release to Cure”) then as limited below, Borrower will be permitted to obtain a release (a “Release”) of the Release Parcel subject to the following conditions and limitations for each Release: (i) the Release is solely for the purpose of a transfer of the Release Parcel to an unaffiliated bona fide purchaser or in connection with a Release to Cure; (ii) not less than thirty (30) days prior to the date of the Release, Borrower delivers to Lender (A) a notice (which notice may be subsequently revoked) setting forth (1) the anticipated date of the Release (provided the date of the actual Release may be revised to coincide with the sale of the Property), (2) the name of the proposed transferee (if known at such time); and (3) any other information reasonably necessary for Lender to analyze the terms of the Release, and (B) a non-refundable fee of $25,000 for each Release; (iii) there is no Event of Default under the Loan Documents on either the notice date or the date of the Release other than one which will be cured or eliminated by a Release to Cure; (iv) Borrower pays all of Lender’s reasonable third party fees and expenses relating to the Release, including title costs and outside counsel fees, if applicable; (v) Borrower delivers to Lender copies of the executed documents evidencing the transfer of the Release Parcel as provided in subsection (i) above (which may be through the closing escrow); (vi) the aggregate loan to value ratio for the remaining Property (excluding the Release Parcel) as determined by Lender in its reasonable discretion (provided, if Borrower, in good faith, disputes Lender’s determination, Borrower and Lender shall agree to abide by the value determined by a third party appraiser appointed by Lender and paid for by Borrower) shall not exceed the lesser of (A) seventy percent (70%), or (B) the aggregate loan to value ratio of the Property, including the Release Parcel, immediately prior to the Release; provided however, Borrower may, in its sole discretion, prepay a portion of the Principal as part of the Release in order to satisfy the foregoing loan to value requirement, provided that such prepayment complies with the requirements of Section 2 of this Loan Agreement; (vii) the Debt Service Coverage for the twelve (12) month period following the Release based on the aggregate in place Net Operating Income for the Property, exclusive of the Release Parcel (and based on the reduced loan amount following such release), will be greater than 1.40x; provided however, Borrower may, in its sole discretion, prepay a portion of the Principal as part of the Release in order to satisfy the foregoing Debt Service Coverage requirement, provided that such prepayment complies with the requirements of Section 2 of this Loan Agreement; (viii) Lender receives (A) one hundred five percent (105%) of the outstanding principal amount allocated to the Release Parcel as set forth on Exhibit F hereto (the “Release Amount”) to be applied to the outstanding principal balance of the Loan; (B) accrued interest on the Release Amount and all other sums due on the Loan allocated to the Release Parcel; and (C) the Prepayment Premium (for purposes of determining such Prepayment Premium (1) the “Prepayment Date Principal” (as defined in the Note) shall equal the principal amount being prepaid and (2) the “Note Payment” (as defined in the Note) shall mean each of (I) the scheduled Debt Service Payments (determined as if the principal balance of the Loan was equal to the Release Amount) for the period from the date of the Release through the date which is one hundred twenty (120) days prior to Maturity Date and (II) the Release Amount); in connection with such payment, Lender will reset the monthly installments of principal and interest based upon the remaining term of the original amortization schedule;

Release Rights. (a) During the Term of the Loan, if Borrower proposes to sell any Individual Property (as applicable, a parcel (the “Release Parcel”) which is part of the Property to a bona fide unaffiliated third party purchaserpurchaser (including, without limitation, pursuant to a right of first offer, a right of first refusal or if the Event similar right in favor of Default has occurred with respect to any Propertya Tenant), and Borrower proposes to repay the amount of the Loan necessary to affect the release of such property in order to cure the Event of Default (a “Release to Cure”) then as limited below, Borrower will be permitted to obtain a release (a “Release”) of the Release Parcel subject to the following conditions and limitations for each Release: (i) the The Release is solely for the purpose of a transfer of the Release Parcel to an unaffiliated bona fide purchaser or in connection with a Release to Cureunaffiliated third party purchase; (ii) not Not less than thirty (30) 30 days prior to the date of the Release, Borrower delivers to Lender (Ai) a notice (which notice may be subsequently revoked) setting forth (1A) the anticipated date of the Release (provided the date of the actual Release may be revised to coincide with the sale of the Property), Release; (2B) the name of the proposed transferee (if known at such time)transferee; and (3C) any other information Borrower determines is reasonably necessary for Lender to analyze the terms of the Release, and (Bii) a non-refundable fee of $25,000 15,000 for each Release; and (iii) the Valuation Report; (iii) there There is no Event of Default under the Loan Documents on either the notice date or the date of the Release other than one which will be cured or eliminated by a Release to CureRelease; (iv) Borrower pays all of Lender’s reasonable third party out of pocket fees and expenses relating to the Release, including third party reports, title costs and outside counsel fees, if applicable; (v) Borrower delivers to Lender copies of the executed documents evidencing the transfer of the Release Parcel as provided in subsection (i) above (which may be through and such other information relating to the closing escrow)transfer of the Release Parcel as is reasonably required by Lender; (vi) the aggregate loan to value ratio for The values of the remaining Property (excluding the Release Parcel) as determined by Lender in its reasonable discretion (provided, if Borrower, in good faith, disputes Lender’s determination, Borrower and Lender shall agree to abide by the value determined by a third party appraiser appointed by Lender and paid for by Borrower) shall not exceed the lesser of (A) seventy percent (70%), or (B) the aggregate Individual Properties support an average loan to value ratio of not more than 5% in excess of the Propertyloan to value ratio of such remaining Individual Properties at Closing, including as set forth on Schedule 1 attached hereto (“LTV Threshold”). Borrower shall provide Lender a report (the “Valuation Report”) with respect to the value of each of the Individual Properties (other than the Release Parcel). Lender shall be entitled to object to the values set forth in such Valuation Report within 10 business days after delivery thereof (“Lender Review Period”). If Lender objects to the values of any Individual Property in the Valuation Report, then during the Lender Review Period, Lender shall determine its valuation of such Individual Property or Individual Properties by relying upon prior appraisals and its internal valuation metrics without obtaining new appraisals (with Net Operating Income used in such internal valuation to be calculated in accordance with Net Operating Income), provided that if Lender, after such internal valuation, determines that the remaining Individual Properties exceed the LTV Threshold, Lender shall immediately provide Borrower notice of its determination in reasonable detail prior to the Release; provided however, Borrower may, in its sole discretion, prepay a portion expiration of the Principal as part Lender Review Period. Upon delivery of such notice either Borrower or Lender may elect to engage an appraiser, at the Borrower’s expense, to make a final determination of the Release in order value. The parties shall endeavor to satisfy cause the foregoing loan appraisal to value requirementbe completed not more than 10 Business Days from the expiration of the Lender Review Period. The Lender Review Period and the appraisal determination process, provided that such prepayment complies with if needed, shall not be more than 30 days from the requirements of Section 2 of this Loan Agreementdate the Valuation Report is initially delivered to Lender; (vii) the The aggregate Debt Service Coverage for the twelve (12) -month period following the Release based on the aggregate in place projected Net Operating Income for the Property, remaining Individual Properties exclusive of the Release Parcel (and based on the reduced loan amount following such release), will be greater than 1.40x3.55x; provided however, that Borrower may, in its sole discretion, shall have the right to prepay a an additional portion of the Principal as part of Loan to meet the Release in order to satisfy the foregoing required Debt Service Coverage requirement, provided that such prepayment complies with the requirements of Section 2 of this Loan AgreementCoverage; (viii) Lender receives (A) one hundred five percent (105%) 110% of the outstanding principal amount allocated to the Release Parcel as set forth on Exhibit F hereto (the “Release Amount”) to be applied to the outstanding principal balance of the Loan; (B) accrued interest on the Release Amount and all other sums due on the Loan allocated to the Release Parcel; and (C) the Prepayment Premium (for purposes of determining such Prepayment Premium (1I) the “Prepayment Date Principal” (as defined in the Note) shall equal the principal amount being prepaid and (2II) the “Note Payment” (as defined in the Note) shall mean each of (Ix) the scheduled Debt Service Payments (determined as if the principal balance of the Loan was equal to the Release Amount) for the period from the date of the Release through the date which is one hundred twenty (120) days prior to Maturity Date and (IIy) the Release Amount); in connection with such payment, the payment amount in excess of the applicable Allocated Loan Amount will be applied, pro-rata, to reduce the remaining Allocated Loan Amounts, Lender will reset the monthly installments Debt Service Payments based thereon, and Lender will provide a new schedule of principal and interest based upon Allocated Loan Amounts (which shall be deemed to automatically replace Schedule 1 hereof, provided, however, that Borrower shall execute any amendment or other instrument reasonably requested by Lender to evidence the reduction in the remaining term of the original amortization scheduleAllocated Loan Amounts as provided herein);