Release of Individual Property. Provided no Event of Default has occurred and is continuing, after the expiration of the Lockout Period, Borrower may obtain the release of an Individual Property from the Lien of the Security Instrument thereon (and related Loan Documents) and the release of Borrower's obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive), but only upon the satisfaction of each of the following conditions: (a) Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Individual Property; (b) Borrower shall have delivered evidence satisfactory to Lender that (i)(A) Mezzanine Borrower complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine Loan Agreement with respect to a release of the security interest corresponding to the release requested pursuant to this Section 2.5.1 and (B) Mezzanine Lender has granted such release to Mezzanine Borrower and (ii) Junior Mezzanine Borrower complied with all of the terms and conditions set forth in Section 2.5.1 of the Junior Mezzanine Loan Agreement with respect to a release of the security interest corresponding to the release requested pursuant to this Section 2.5.1 and (B) Junior Mezzanine Lender has granted such release to Junior Mezzanine Borrower; (c) Lender shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) if such release occurs on or prior to the Open Date, a prepayment premium equal to one percent (1%) of the applicable Release Price, (iii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iv) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (iii); and (v) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment; (d) Borrower shall submit to Lender, not less than ten (10) days prior to the date of such release, a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender. Such release shall be in a form appropriate in each State in which the Individual Property is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer's Certificate certifying that (i) such documentation is in compliance with all applicable Legal Requirements, and (ii) the release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (e) After giving effect to such release, Lender shall have determined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Lien of a Security Instrument (not including the Individual Property to be released) (but for the purpose of this calculation only, assuming a Release Price equal to the Allocated Loan Amount) shall be at least equal to the Debt Service Coverage Ratio for all of the Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property; (f) Lender shall have received evidence that the Individual Property to be released shall be conveyed to a Person other than Borrower or Principal; (g) In the event the Release Property is subject to an Operating Lease along with one or more additional Properties, Lender shall have received a certified copy of an amendment to the Operating Lease reflecting the deletion of the Individual Property to be released; and (h) Lender shall have received payment of all Lender's reasonable costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property from the lien of the related Security Instrument and the review and approval of the documents and information required to be delivered in connection therewith.
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Release of Individual Property. Provided Borrower may elect to prepay a portion of the Loan in connection with the release of an Individual Property and the release of Lender’s Lien with respect to the portion of the Collateral related to an Individual Property in connection with (x) the sale of such Individual Property (and the related Mortgage Loan Collateral) (such portion of the Collateral, the “Released Collateral”) in an arm’s length transaction (with not more than a twenty-five percent (25%) non-Controlling direct or indirect interest in such Individual Property and the related Released Collateral retained by Borrower, Sponsor, Mortgage Borrower, Operating Lessee, any other Mortgage Loan Party, any Loan Party or any of their respective Affiliates) to a third party purchaser other than Mortgage Borrower, any Mortgage Loan Party, a Loan Party or any of its Affiliates (subject to the parenthetical above in this Section 2.5.2) so long as the requirements of Section 2.4 and this Section 2.5.2 have been satisfied or (y) the transfer of an Individual Property (and the related Released Collateral) to an Affiliate (A) with respect to the release of an Individual Property (and the related Released Collateral) relating to a Permitted Prepayment Exception (other than with respect to clause (i) of such definition, which release is governed by Section 2.4.2 of this Agreement) and (B) in order to release such Individual Property (and the related Released Collateral) due to a Franchise Agreement default pursuant to Section 8.1(a)(xvi) hereof or a Management Agreement default pursuant to Section 8.1(a)(xiii) hereof, provided that such default was not caused by Borrower, Mortgage Borrower or Operating Lessee in bad faith in order to circumvent the requirements of clause (x) of this Section 2.5.2, and provided, that, in the case of clause (x) and (y) that no Event of Default has occurred and is continuing, after the expiration of the Lockout Period, . In connection with such prepayment Borrower may obtain the release of an Individual Property the Released Collateral from the Lien (or at Borrower’s option, an assignment thereof to one or more third parties or an Affiliate of Borrower for releases pursuant to the foregoing clause (y) of this Section 2.5.2) of the Security Instrument thereon Pledge Agreement (and related Loan Documents) ), and the release of applicable Individual Borrower's ’s obligations under the Loan Documents with respect to such Individual Property Released Collateral (other than those expressly stated to survive), but only ) upon the satisfaction of each of the following conditions:
(a) Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of its request to obtain a release The amount of the Individual Propertyoutstanding principal balance of the Loan to be prepaid shall equal or exceed the Adjusted Release Amount for the applicable Released Collateral, such prepayment shall be deemed a voluntary prepayment for all purposes hereunder, including, the requirements of Section 2.4.1(a) and (b) hereof (including, without limitation, the payment of any Spread Maintenance Premium to the extent pursuant to Section 2.4.1(b) hereof);
(b) Borrower shall have delivered evidence satisfactory to Lender that (i)(A) Mezzanine Borrower complied with all of To the terms and conditions set forth in Section 2.5.1 of the Mezzanine Loan Agreement with respect to a release of the security interest corresponding to the release requested pursuant to this Section 2.5.1 and (B) Mezzanine Lender has granted such release to Mezzanine Borrower and (ii) Junior Mezzanine Borrower complied with all of the terms and conditions set forth in Section 2.5.1 of the Junior Mezzanine Loan Agreement with respect to a release of the security interest corresponding to the release requested pursuant to this Section 2.5.1 and (B) Junior Mezzanine Lender has granted such release to Junior Mezzanine Borrower;
(c) Lender shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) if such release occurs on or prior to the Open Date, a prepayment premium equal to one percent (1%) of the applicable Release Price, (iii) the Interest Shortfall, if extent applicable, with respect to the amount prepaid, (iv) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (iii); and (v) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;
(d) Borrower shall submit to Lender, not less than ten seven (107) days Business Days prior to the date of such releaseon which the prepayment will be made, a release or assignment of Lien (and related Loan Documents) for such Individual Property Released Collateral for execution by Lender. Such release or assignment shall be in a form appropriate in each State jurisdiction in which the Individual Property Released Collateral is located and shall contain that contains standard provisions, if any, protecting the rights of Lenderprovisions satisfactory to a prudent lender acting reasonably. 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 releaserelease or assignment, together with an Officer's ’s Certificate certifying that such documentation is (i) such documentation is in compliance with all applicable Legal Requirements, Requirements and (ii) will effect such releases in accordance with the release will not impair or otherwise adversely affect the Liens, security interests and other rights terms of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released)this Agreement;
(ec) After giving effect to such releaserelease or assignment (except with respect to any release relating to a prepayment that is a Permitted Prepayment Exception), Lender shall have determined that the Debt Service Coverage Ratio Yield for the Properties Mortgage Loan Collateral then remaining subject to the Lien Liens of a the Security Instrument Instruments (not including together with the Individual Property to be released) (but for the purpose of this calculation only, assuming a Release Price equal related Collateral then remaining subject to the Allocated Loan AmountLiens of the Pledge Agreement) shall be at least equal to or greater than the greater of (i) the Closing Date Debt Yield and (ii) the Debt Service Coverage Ratio Yield for all of the Properties Mortgage Loan Collateral immediately prior to giving effect to such release;
(including the d) Subsequent to such release, each Individual Property Borrower, each other Loan Party, Mortgage Borrower, Operating Lessee and each other Mortgage Loan Party shall continue to be releaseda Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 hereof;
(e) for the twelve (12) full calendar months immediately preceding the release of the Individual Propertyintentionally omitted;
(f) Borrower shall have paid (i) all reasonable actual out of pocket costs and expenses incurred by Lender and Servicer in connection with any such release or assignment (including, without limitation, reasonable attorney’s fees and costs) (ii) all recording charges, filing fees, taxes or other expenses payable in connection therewith and (iii) the current fee being assessed by the Servicer to effect such release or assignment. Any assignments made by Lender shall have received evidence that the Individual Property to be released shall be conveyed to a Person other than Borrower without recourse, representation or Principalwarranty by Lender and comply with all applicable law;
(g) In Concurrently with the event payment of the Adjusted Release Amount, the Mortgage Borrower and Mezzanine B Borrower shall pay (I) with respect to the Mortgage Loan, the Mortgage Loan Adjusted Release Amount and (II) with respect to the Mezzanine B Loan, the Mezzanine B Adjusted Release Amount, in each instance applicable to such Individual Property and the Released Collateral, together with any related interest, fees, prepayment premiums or other amounts payable under the related Mortgage Loan Documents and Mezzanine B Loan Documents, respectively, in connection with such prepayment, including, to the extent such prepayment is made on a date other than a Payment Date, interest which would have accrued on the outstanding principal balance of the Mortgage Loan and the Mezzanine B Loan through the end of the related interest period pursuant to the Mortgage Loan Documents and Mezzanine B Loan Documents, respectively;
(h) Notwithstanding anything to the contrary set forth in this Agreement, the Borrowers shall be permitted to release (i) the Individual Property commonly known as Courtyard by Marriott located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Tuscaloosa, Alabama (and the Released Collateral associated therewith) or (ii) the Individual Property commonly known as Fairfield Inn located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Tuscaloosa, Alabama (and the Released Collateral associated therewith) (each an “Individual Tuscaloosa Property”) in accordance with the terms and conditions set forth in this Section 2.5.2 provided (i) the Tuscaloosa Sublease is severed and (ii) the Individual Tuscaloosa Property not subject to the release is subject to a sublease or the Tuscaloosa Sublease with an Operating Lease along amendment, in each case, on the same terms as those relating to such Individual Property in the Tuscaloosa Sublease immediately prior to such release and severance (including, without limitation, any and all leasehold mortgagee and lender protections contained in any document or agreement modifying or amending the Tuscaloosa Sublease), with one or more additional Properties, Lender shall have received a certified copy of an amendment to such changes in rent and the Operating Lease reflecting the deletion description of the Individual Property subleasehold estate required to reflect the severance. Such new sublease (or the Tuscaloosa sublease as amended), together with recordable documents necessary to reflect such severance being subject to Lender’s prior written consent (not to be releasedunreasonably withheld, conditioned or delayed); and
(hi) Lender shall have received payment of all Lender's reasonable costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with All other conditions to the release of the such Individual Property from set forth in the lien of the related Security Instrument Mortgage Loan Documents and the review and approval of the documents and information required to be delivered Mezzanine B Loan Documents shall have been satisfied or waived in connection accordance therewith.
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Release of Individual Property. Provided Borrower may elect to prepay a portion of the Loan in connection with the release of an Individual Property in connection with (x) the sale of such Individual Property (and the related Collateral) in an arm’s length transaction (with not more than a twenty-five percent (25%) non-Controlling direct or indirect interest in such Individual Property retained by Borrower, Sponsor or any Loan Party or any of their respective Affiliates) to a third party purchaser other than a Loan Party or any of its Affiliates (subject to the parenthetical above in this Section 2.5.2) so long as the requirements of Section 2.4 and this Section 2.5.2 have been satisfied or (y) the transfer of an Individual Property to an Affiliate (A) with respect to the release of an Individual Property relating to a Permitted Prepayment Exception (other than with respect to clause (i) of such definition, which release is governed by Section 2.4.2 of this Agreement) and (B) in order to release such Individual Property due to a Franchise Agreement default pursuant to Section 8.1(a)(xvi) hereof or a Management Agreement default pursuant to Section 8.1(a)(xiii) hereof, provided that such default was not caused by Borrower or Operating Lessee in bad faith in order to circumvent the requirements of clause (x) of this Section 2.5.2, and provided, that, in the case of clause (x) and (y) that no Event of Default has occurred and is continuing, after the expiration of the Lockout Period, . In connection with such prepayment Borrower may obtain the release of an Individual Property (and the related Collateral) from the Lien (or at Borrower’s option, an assignment thereof to one or more third parties or an Affiliate of Borrower for releases pursuant to the foregoing clause (y) of this Section 2.5.2) of the Security Instrument thereon (and related Loan Documents) ), and the release of applicable Individual Borrower's ’s obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive), but only ) upon the satisfaction of each of the following conditions:
(a) Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of its request to obtain a release The amount of the Individual Property;
(b) Borrower shall have delivered evidence satisfactory to Lender that (i)(A) Mezzanine Borrower complied with all outstanding principal balance of the terms and conditions set forth in Section 2.5.1 of Loan to be prepaid shall equal or exceed the Mezzanine Loan Agreement with respect to a release of the security interest corresponding to the release requested pursuant to this Section 2.5.1 and (B) Mezzanine Lender has granted such release to Mezzanine Borrower and (ii) Junior Mezzanine Borrower complied with all of the terms and conditions set forth in Section 2.5.1 of the Junior Mezzanine Loan Agreement with respect to a release of the security interest corresponding to the release requested pursuant to this Section 2.5.1 and (B) Junior Mezzanine Lender has granted such release to Junior Mezzanine Borrower;
(c) Lender shall have received a wire transfer of immediately available federal funds in an amount equal to the Adjusted Release Price Amount for the applicable Individual Property, together with such prepayment shall be deemed a voluntary prepayment for all purposes hereunder, including, the requirements of Section 2.4.1(a) and (ib) all accrued and unpaid interest calculated at hereof (including, without limitation, the Applicable Interest Rate on the amount payment of principal being prepaid through and including the Prepayment Date, (ii) if such release occurs on or prior any Spread Maintenance Premium to the Open Date, a prepayment premium equal to one percent (1%) of the applicable Release Price, (iii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iv) Breakage Costs, if any, without duplication of any sums paid extent required pursuant to the preceding clause (iiiSection 2.4.1(b) hereof); and (v) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;
(db) Borrower shall submit to Lender, not less than ten seven (107) days Business Days prior to the date of such releaseon which the prepayment will be made, a release or assignment of Lien (and related Loan Documents) for such Individual Property (and related Collateral) for execution by Lender. Such release or assignment shall be in a form appropriate in each State jurisdiction in which the Individual Property is located and shall contain that contains standard provisions, if any, protecting the rights of Lenderprovisions satisfactory to a prudent lender acting reasonably. 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 releaserelease or assignment, together with an Officer's ’s Certificate certifying that such documentation is (i) such documentation is in compliance with all applicable Legal Requirements, Requirements and (ii) will effect such releases in accordance with the release will not impair or otherwise adversely affect the Liens, security interests and other rights terms of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released)this Agreement;
(ec) After giving effect to such releaserelease or assignment (except with respect to any release relating to a prepayment that is a Permitted Prepayment Exception), Lender shall have determined that the Debt Service Coverage Ratio Yield for the Properties Collateral then remaining subject to the Lien Liens of a the Security Instrument Instruments shall be equal to or greater than the greater of (not including i) the Closing Date Debt Yield and (ii) the Debt Yield for the Collateral immediately prior to giving effect to such release;
(d) Subsequent to such release, each Individual Property Borrower, Principal and Operating Lessee shall continue to be releaseda Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 hereof;
(e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the Loan-to-Value Ratio (as Borrower shall have established to Lender’s reasonable satisfaction based upon valuations obtained by Borrower at its sole cost and expense using any commercially reasonable valuation method permitted to a REMIC Trust (which may include an existing or updated appraisal or other written determination of value using a commercially reasonable valuation method reasonably satisfactory to Lender) (but expressed as a percentage) (which for the purpose avoidance of this calculation only, assuming a Release Price equal doubt shall not include the Mezzanine Loans) exceeds or would exceed 125% immediately after giving effect to the Allocated Loan Amount) shall be at least equal to the Debt Service Coverage Ratio for all of the Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the applicable Individual 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 Adjusted Release Amount or (ii) the least of the following amounts: (A) only if the released Individual Property is sold, the net proceeds of an arm’s length sale of the released Individual Property to an unrelated Person, plus, in the case of a release pursuant to Section 6.4(c), an amount equal to the Net Proceeds (to the extent such amount has not previously been applied to the principal balance), (B) the fair market value of the released Individual Property at the time of the release, plus, in the case of a release pursuant to Section 6.4(c), an amount equal to the Net Proceeds (to the extent such amount has not previously been applied to the principal balance), or (C) an amount such that the Loan-to-Value Ratio (as so determined by Lender in accordance with the provisions of this clause (e)) after giving effect to the release of the applicable Individual Property is not greater than the Loan-to-Value Ratio immediately prior to such release, unless Lender receives an opinion of counsel that, if this clause (ii) 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 applicable Individual Property;
(f) Borrower shall have paid (i) all reasonable actual out of pocket costs and expenses incurred by Lender and Servicer in connection with any such release or assignment (including, without limitation, reasonable attorney’s fees and costs) (ii) all recording charges, filing fees, taxes or other expenses payable in connection therewith and (iii) the current fee being assessed by the Servicer to effect such release or assignment. Any assignments made by Lender shall have received evidence that the Individual Property to be released shall be conveyed to a Person other than Borrower without recourse, representation or Principalwarranty by Lender and comply with all applicable law;
(g) In Concurrently with the event payment of the Adjusted Release Amount, each Mezzanine Borrower shall make a partial prepayment of the related Mezzanine Loan equal to the applicable Mezzanine Adjusted Release Amount applicable to such Individual Property, together with any related interest, fees, prepayment premiums or other amounts payable under the related Mezzanine Loan Documents in connection with such prepayment, including, to the extent such prepayment is made on a date other than a Payment Date, interest which would have accrued on the outstanding principal balance of the related Mezzanine Loan through the end of the related interest period pursuant to the Mezzanine Loan Documents;
(h) Notwithstanding anything to the contrary set forth in this Agreement, the Borrowers shall be permitted to release (i) the Individual Property commonly known as Courtyard by Marriott located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Tuscaloosa, Alabama or (ii) the Individual Property commonly known as Fairfield Inn located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Tuscaloosa, Alabama (each an “Individual Tuscaloosa Property”) in accordance with the terms and conditions set forth in this Section 2.5.2 provided (i) the Tuscaloosa Sublease is severed and (ii) the Individual Tuscaloosa Property not subject to the release is subject to a sublease or the Tuscaloosa Sublease with an Operating Lease along amendment, in each case, on the same terms as those relating to such Individual Property in the Tuscaloosa Sublease immediately prior to such release and severance (including, without limitation, any and all leasehold mortgagee and lender protections contained in any document or agreement modifying or amending the Tuscaloosa Sublease), with one or more additional Properties, Lender shall have received a certified copy of an amendment to such changes in rent and the Operating Lease reflecting the deletion description of the Individual Property subleasehold estate required to reflect the severance. Such new sublease (or the Tuscaloosa sublease as amended), together with recordable documents necessary to reflect such severance being subject to Lender’s prior written consent (not to be releasedunreasonably withheld, conditioned or delayed); and
(hi) Lender shall have received payment of all Lender's reasonable costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with All other conditions to the release of the such Individual Property from set forth in the lien of the related Security Instrument and the review and approval of the documents and information required to be delivered applicable Mezzanine Loan Documents shall have been satisfied or waived in connection accordance therewith.
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