Common use of RIGHT TO RELEASE Clause in Contracts

RIGHT TO RELEASE. After the Open Date, Borrower shall have the right, from time to time, to obtain a partial release ("PARTIAL RELEASE") of a Release Property from the Security Instrument, Assignment of Leases and Rents and related UCC financing statements. Borrower must provide at least thirty (30), but no more than sixty (60) days prior written notice to Lender requesting a Partial Release and identifying the Release Property and date upon which it desires to have the Release Property released ("PARTIAL RELEASE DATE"). Prior to Lender's agreement to a Partial Release, each of the following conditions must be satisfied to Lender's reasonable satisfaction: (i) No Event of Default shall have occurred and be continuing at the time Borrower requests a Partial Release or on the Partial Release Date. (ii) On or before the Partial Release Date, Borrower shall deliver to Lender the Defeasance Collateral in an amount calculated on the basis of the Partial Release Price allocated to the Release Property. (iii) As of the Partial Release Date, and after giving effect to the Partial Release to occur on such date the Loan to Value Ratio for the remaining Property is no more than sixty-five percent (65%), as determined by Lender. (iv) As of the Partial Release Date, and, after giving effect to the Partial Release to occur on such date, the Debt Service Coverage Ratio for the remaining Property is at least 1.20:1.00 for the twelve (12) month period immediately preceding the Partial Release with respect to the Remaining Property after giving effect to the Partial Release; all as determined by Lender in its sole discretion. (v) Borrower has delivered to Lender forms of all documents necessary to release the Release Property from the liens created by the Security Instrument, Assignment of Rents and Leases and related UCC financing statements, each in appropriate form required by the state in which the Release Property is located and otherwise satisfactory to Lender in all respects. (vi) Borrower shall deliver to Lender confirmation, in form and substance satisfactory to Lender, that all conditions of partial Defeasance have been met from any applicable Rating Agency that has required as a condition to such partial Defeasance that such conditions have been met. Ply Gem Industries (vii) Borrower has complied with the terms and conditions of this Article 10 and Section 2.05 hereof, satisfactory to Lender in all respects. (viii) Borrower has delivered a certificate from a Responsible Officer certifying that the requirements set forth in this Section 10.03 have been satisfied in all material respects. (ix) Borrower has paid all amounts then due and unpaid under the Loan Documents through (and including) amounts due on the Release Date and in connection with the Partial Release. (x) Lender shall have received a copy of a deed conveying all of Borrower's right, title and interest in and to the Release Property to an entity other than Borrower and any SPE Equity Owner and a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records of the appropriate recording office in which the Release Property is located.

RIGHT TO RELEASE. After the Open Date, Borrower shall have the right, from time to time, to obtain a partial release ("PARTIAL RELEASE") of a Release Property from the Security Instrument, Assignment of Leases and Rents and related UCC financing statements. Borrower must provide at least thirty not less than forty-five (30), but no more than sixty (6045) days prior written notice to Lender requesting a Partial Release and identifying the Release Property and date upon which it desires Borrower intends to have the Release Property released ("PARTIAL RELEASE DATE"). Prior to Lender's agreement to Lender shall permit a Partial Release, upon satisfaction to Lender's reasonable satisfaction of each of the following conditions must be satisfied to Lender's reasonable satisfactionconditions: (i) No Event of Default shall have occurred and be continuing exist at the time Borrower requests a Partial Release or on the Partial Release Date. (ii) On or before the Partial Release Date, Borrower shall deliver to Lender 125% of the Defeasance Collateral in an amount calculated on applicable Allocated Loan Amount (together with evidence, satisfactory to Lender, that the basis applicable Swap Breakage (if any) has been paid to the Rate Swap Provider) (the "PARTIAL RELEASE PRICE") allocated to the Release Property under this Loan Agreement. (iii) Borrower pays to Lender a release fee equal to (A) one percent (1.00%) of the Partial Release Price allocated to for the Release Property. applicable Property during the first twelve (iii12) As months of the term of the Loan; (B) one-half of one percent (0.50%) of the Partial Release Date, and after giving effect to Price for the applicable Property during the thirteenth (13th) through the eighteenth (18th) months of the term of the Loan; or (C) no release fee thereafter. Such release fee is in lieu of any Prepayment Fee that might otherwise be payable in connection with such Partial Release to occur on such date the Price under Section 2.05 of this Loan to Value Ratio for the remaining Property is no more than sixty-five percent (65%), as determined by LenderAgreement. (iv) As of the Partial Release Date, and, after giving effect to the Partial Release to occur on such date, (i) the Debt Service Coverage Constant Ratio is at least 1.10:1.00, (ii) the Debt Service Coverage Ratio for the remaining Property is at least 1.20:1.00 for 1.60:1.00 and (iii) the twelve (12) month period immediately preceding the Partial Release with respect Loan to the Remaining Property after giving effect to the Partial ReleaseValue Ratio is at least 75%; all each as determined by Lender in its sole discretionLender. (v) The Property remaining after the Partial Release (and all prior Partial Releases) continues to be in material compliance with all Requirements of Law (including, without limitation, all zoning and subdivision laws, setback requirements, parking ratio requirements and use requirements), has direct access to a public right of way and is subject to no material encroachments from the Release Property and the applicable requirements of any Leases, and shall be assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any other property (including, without limitation, the Release Property). (vi) Borrower has delivered to Lender forms of all documents necessary to release the Release Property from the liens created by the Security Instrument, Assignment of Rents and Leases and related UCC financing statements, each in appropriate form required by the state in which the Release Property is located and otherwise reasonably satisfactory to Lender in all respects. (vi) Borrower shall deliver to Lender confirmation, in form and substance satisfactory to Lender, that all conditions of partial Defeasance have been met from any applicable Rating Agency that has required as a condition to such partial Defeasance that such conditions have been met. Ply Gem Industries (vii) Borrower has complied with the terms and conditions of this Article 10 and Section 2.05 hereof, satisfactory to Lender in all respectsobtained a Rating Confirmation. (viii) Borrower has delivered a Compliance Certificate along with a certificate from a Responsible Officer certifying that the requirements set forth in this Section 10.03 have been satisfied in all material respects. (ix) Borrower has paid all amounts then due and unpaid payable under the Loan Documents through (and including) amounts due on the Release Date and in connection with the Partial Release. (x) Lender shall have received a copy of a deed conveying all of the Borrower's right, title and interest in and to the Release Property to an entity other than Borrower and any SPE Equity Owner a Person and a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records of the appropriate recording office in which the Release Property is located.

RIGHT TO RELEASE. After the Open Lock-out Period Expiration Date, Borrower shall have the right, from time to time, to partially defease the Loan and obtain a partial release ("PARTIAL RELEASEPartial Release") of a Release Property from the Security Instrument, Assignment of Leases and Rents and related UCC financing statementsstatements upon satisfaction of the conditions to a Release set forth in Section 2.05(b). Borrower must provide at least not less than thirty (30), but no more than sixty (60) days prior written notice to Lender requesting a Partial Release and identifying the Release Property and date upon which it desires to have the Release Property released ("PARTIAL RELEASE DATEPartial Release Date"). Prior to Lender's agreement to a Partial Release, each of Release shall be subject to the following conditions conditions, which must be satisfied to Lender's reasonable satisfaction: (i) No Event of Default shall have occurred and be continuing at the time Borrower requests a Partial Release or on the Partial Release Date. (ii) On or before the Partial Release Date, Borrower shall deliver arrange to Lender partially defease the Defeasance Collateral Loan, in accordance with Section 2.05(b), in an amount calculated on the basis equal to one hundred twenty-five percent (125%) of the Partial Release Price allocated to the Release PropertyProperty under this Loan Agreement. (iii) As of the Partial Release Date, and after giving effect to the Partial Release to occur on such date the Loan to Value Ratio for the remaining Property is no more than sixty-five eighty percent (6580%), as determined by Lender in accordance with Lender's then standard and customary underwriting criteria and requirements for similarly situated properties and loans. (iv) As of the Partial Release Date, and, after giving effect to the Partial Release to occur on such date, the Debt Service Coverage Ratio for the remaining Property is at least 1.20:1.00 for the twelve (12) month period immediately preceding the Partial Release with respect to the Remaining Property after giving effect to the Partial Release; all as determined by Lender in its sole discretion. (v) Borrower has delivered to Lender forms of all documents necessary to release the Release Property from the liens created by the Security Instrument, Assignment of Rents and Leases and related UCC financing statements, each in appropriate form required by the state in which the Release Property is located and otherwise satisfactory to Lender in all respects. (vi) Borrower shall deliver to Lender confirmation, in form and substance satisfactory to Lender, that all conditions of partial Defeasance have been met from any applicable Rating Agency that has required as a condition to such partial Defeasance that such conditions have been met. Ply Gem Industries (vii) Borrower has complied with the terms and conditions of this Article 10 and Section 2.05 hereof, satisfactory to Lender in all respects. (viiiv) Borrower has delivered a Compliance Certificate along with a certificate from a Responsible Officer certifying ce1iifying that the requirements set forth in this Section 10.03 have been satisfied in all material respects. (ixvi) Borrower has paid all amounts then due and unpaid under the Loan Documents through (and including) amounts due on the Release Date and in connection with the Partial Release. (xvii) As of the Partial Release Date, and, after giving effect to the Partial Release to occur on such date, the Debt Service Coverage Ratio for the remaining Property is at least 1.10:1.00, as determined by Lender. (viii) Lender shall have received a copy of a deed conveying all of the Borrower's right, title and interest in and to the Release Property to an entity other than Borrower and any SPE Equity Owner and a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records of the appropriate recording office in which the Release Property is located.

RIGHT TO RELEASE. After the Open Date, Borrower shall have the right, from time to time, to obtain a partial release ("PARTIAL RELEASE"“Partial Release”) of a Release Property from the Security Instrument, Assignment of Leases and Rents and related UCC financing statements. Borrower must provide at least thirty not less than forty-five (30), but no more than sixty (6045) days prior written notice to Lender requesting a Partial Release and identifying the Release Property and date upon which it desires Borrower intends to have the Release Property released ("PARTIAL RELEASE DATE"“Partial Release Date”). Prior to Lender's agreement to Lender shall permit a Partial Release, upon satisfaction to Lender’s reasonable satisfaction of each of the following conditions must be satisfied to Lender's reasonable satisfactionconditions: (i) No Event of Default shall have occurred and be continuing exists at the time Borrower requests a Partial Release or on the Partial Release Date. (ii) On or before the Partial Release Date, Borrower shall deliver to Lender 125% of the Defeasance Collateral in an amount calculated on Allocated Loan Amount (the basis “Partial Release Price” allocated to the Release Property under this Loan Agreement. (iii) Borrower pays to Lender a release fee equal to (A) one percent (1.00%) of the Partial Release Price allocated to for the Release Property. applicable Property during the first twelve (iii12) As months of the term of the Loan; (B) zero and one-half of one percent (0.50%) of the Partial Release Date, and after giving effect to Price for the applicable Property during the thirteenth (13th) through the eighteenth (18th) months of the term of the Loan; or (C) no release fee thereafter. “Such release fee is in lieu of any prepayment fee that might otherwise be payable in connection with such Partial Release to occur on such date the Loan to Value Ratio for the remaining Property is no more than sixty-five percent (65%), as determined by LenderPrice under Section 2.05 of this Agreement.” (iv) As of the Partial Release Date, and, after giving effect to the Partial Release to occur on such date, (A) the Debt Service Coverage Constant Ratio is at least 1.00:1.00, the Debt Service Coverage Ratio for the remaining Property is at least 1.20:1.00 for 1.50:1.00 and (C) the twelve (12) month period immediately preceding the Partial Release with respect Loan to the Remaining Property after giving effect to the Partial ReleaseValue Ratio is at least 75%; all each as determined by Lender in its sole discretionLender. (v) The Property remaining after the Partial Release (and all prior Partial Releases) continues to be in material compliance with all Requirements of Law (including, without limitation, all zoning and subdivision laws, setback requirements, parking ratio requirements and use requirements), has direct access to a public right of way and is subject to no material encroachments from the Release Property and the applicable requirements of any Leases, and shall be assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any other property (including, without limitation, the Release Property). (vi) Borrower has delivered to Lender forms of all documents necessary to release the Release Property from the liens created by the Security Instrument, Assignment of Rents and Leases and related UCC financing statements, each in appropriate form required by the state in which the Release Property is located and otherwise reasonably satisfactory to Lender in all respects. (vi) Borrower shall deliver to Lender confirmation, in form and substance satisfactory to Lender, that all conditions of partial Defeasance have been met from any applicable Rating Agency that has required as a condition to such partial Defeasance that such conditions have been met. Ply Gem Industries (vii) Borrower has complied with the terms and conditions of this Article 10 and Section 2.05 hereof, satisfactory to Lender in all respectsobtained a Rating Confirmation. (viii) Borrower has delivered a Compliance Certificate along with a certificate from a Responsible Officer certifying that the requirements set forth in this Section 10.03 have been satisfied in all material respects. (ix) Borrower has paid all amounts then due and unpaid payable under the Loan Documents through (and including) amounts due on the Release Date and in connection with the Partial Release. (x) Lender shall have received a copy of a deed conveying all of the Borrower's ’s right, title and interest in and to the Release Property to an entity other than Borrower and any SPE Equity Owner a Person and a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records of the appropriate recording office in which the Release Property is located.

RIGHT TO RELEASE. After In the Open Dateevent that the Loan is subject to the Cross-Collateralization Agreement at the time of request, Borrower shall only have the right, from time to time, to defease the Loan and obtain a partial release ("PARTIAL RELEASE") of a Release Property from the Security Instrument, Cross-Collateralization Agreement, Assignment of Leases and Rents and related UCC financing statements. Borrower must provide at least thirty statements (30), but no more than sixty (60the "Release") days prior written notice upon satisfaction of the conditions to Lender requesting a Partial Release set forth in Section 2.05(b) and identifying the Release Property and date upon which it desires to have the Release Property released ("PARTIAL RELEASE DATE")as set forth below. Prior to Lender's agreement to a Partial Release, each of the following conditions must be satisfied to Lender's reasonable satisfaction: (i) No Event of Default shall have occurred and be continuing at under any of the time Borrower requests a Partial Release or on the Partial Release DateRelated Loan Documents. (ii) On or before the Partial Release Date, Borrower shall deliver to Lender defease the Defeasance Collateral Loan, in accordance with Section 2.05(b), in an amount calculated on equal to the basis Defeasance Release Price and shall partially defease each of the Related Loans by allocating the Partial Release Defeasance Price allocated to the Release Propertyin accordance with Section 10.03(c) below. (iii) As of the Partial Release Date, and after giving effect to the Partial Release to occur on such date date, the Loan to Value Ratio for the remaining Property Related Projects is no more than sixty-five percent (65%)the Loan to Value Ratio on the Closing Date, as determined by Lender. (iv) As of the Partial Release Date, and, and after giving effect to the Partial Release to occur on such date, the Debt Service Coverage Ratio for the remaining Property Related Projects is at least 1.20:1.00 for the twelve (12) month period immediately preceding amount of the Partial Release with respect to Debt Service Coverage Ratio on the Remaining Property after giving effect to the Partial Release; all Closing Date, as determined by Lender in its sole discretionLender. (v) The Related Projects remaining after the Release continue to be in compliance with all material Requirements of Law (including, without limitation, all zoning and subdivision laws, setback requirements, parking ratio requirements and use requirements). (vi) Borrower has delivered to Lender forms of all documents necessary to release the Release Property from the liens created by the Security Instrument, Assignment of Rents and Leases and related UCC financing statements, each in appropriate form required by the state in which the Release Property is located and otherwise satisfactory to Lender in all respects. (vi) Borrower shall deliver to Lender confirmation, in form and substance satisfactory to Lender, that all conditions of partial Defeasance have been met from any applicable Rating Agency that has required as a condition to such partial Defeasance that such conditions have been met. Ply Gem Industries (vii) Borrower has complied with the terms and conditions of this Article 10 and Section 2.05 hereof, satisfactory to Lender in all respectsobtained a Rating Confirmation. (viii) Borrower has delivered a Compliance Certificate along with a certificate from a Responsible Officer certifying that the requirements set forth in this Section 10.03 have been satisfied in all material respects. (ix) Borrower has paid or caused to be paid all amounts then due and unpaid under the Loan Documents and Related Loan Documents through (and including) amounts due on the Release Date and in connection with the Partial Release. (x) As of the Release Date, the Defeasance Collateral secures the Loan and the Related Loans (after giving effect to the Partial Defeasance) which shall continue to be cross-defaulted and cross-collateralized unless the Rating Agencies require otherwise. (xi) Lender shall have received a copy of a deed conveying all of the Borrower's right, title and interest in and to the Release Property to an entity other than Borrower and any SPE Equity Owner and a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records of the appropriate recording office in which the Release Property is located.

RIGHT TO RELEASE. After the Open Lock-out Period Expiration Date, Borrower shall have the right, from time to time, to partially defease the Loan and obtain a partial release ("PARTIAL RELEASEPartial Release") of a Release Property from the Security Instrument, Assignment of Leases and Rents and related UCC financing statementsstatements upon satisfaction of the conditions to a Release set forth in Section 2.05(b). Borrower must provide at least not less than thirty (30), but no more than sixty (60) days prior written notice to Lender requesting a Partial Release and identifying the Release Property and date upon which it desires to have the Release Property released ("PARTIAL RELEASE DATEPartial Release Date"). Prior to Lender's agreement to a Partial Release, each of Release shall be subject to the following conditions conditions, which must be satisfied to Lender's reasonable satisfaction: (i) No Event of Default shall have occurred and be continuing at the time Borrower requests a Partial Release or on the Partial Release Date. (ii) On or before the Partial Release Date, Borrower shall deliver arrange to Lender partially defease the Defeasance Collateral Loan, in accordance with Section 2.05(b), in an amount calculated on the basis equal to one hundred twenty-five percent (125%) of the Partial Release Price allocated to the Release PropertyProperty under this Loan Agreement. (iii) As of the Partial Release Date, and after giving effect to the Partial Release to occur on such date the Loan to Value Ratio for the remaining Property is no more than sixty-five eighty percent (6580%), as determined by Lender in accordance with Lender's then standard and customary underwriting criteria and requirements for similarly situated properties and loans. (iv) As of the Partial Release Date, and, after giving effect to the Partial Release to occur on such date, the Debt Service Coverage Ratio for the remaining Property is at least 1.20:1.00 for the twelve (12) month period immediately preceding the Partial Release with respect to the Remaining Property after giving effect to the Partial Release; all as determined by Lender in its sole discretion. (v) Borrower has delivered to Lender forms of all documents necessary to release the Release Property from the liens created by the Security Instrument, Assignment of Rents and Leases and related UCC financing statements, each in appropriate form required by the state in which the Release Property is located and otherwise satisfactory to Lender in all respects. (vi) Borrower shall deliver to Lender confirmation, in form and substance satisfactory to Lender, that all conditions of partial Defeasance have been met from any applicable Rating Agency that has required as a condition to such partial Defeasance that such conditions have been met. Ply Gem Industries (vii) Borrower has complied with the terms and conditions of this Article 10 and Section 2.05 hereof, satisfactory to Lender in all respects. (viiiv) Borrower has delivered a Compliance Certificate along with a certificate from a Responsible Officer certifying that the requirements set forth in this Section 10.03 have been satisfied in all material respects. (ixvi) Borrower has paid all amounts then due and unpaid under the Loan Documents through (and including) amounts due on the Release Date and in connection with the Partial Release. (xvii) As of the Partial Release Date, and, after giving effect to the Partial Release to occur on such date, the Debt Service Coverage Ratio for the remaining Property is at least 1.10:1.00, as determined by Lender. (viii) Lender shall have received a copy of a deed conveying all of the Borrower's right, title and interest in and to the Release Property to an entity other than Borrower and any SPE Equity Owner and a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records of the appropriate recording office in which the Release Property is located.

RIGHT TO RELEASE. After the Open Date, Borrower shall have the right, from time to time, to partially defease the Loan and obtain a partial release ("PARTIAL RELEASE"“Partial Release”) of a Release Property from the Security Instrument, Assignment of Leases and Rents and related UCC financing statementsstatements upon satisfaction of the conditions to a Release set forth in Section 2.05(b). Borrower must provide at least not less than thirty (30), but no more than sixty (60) days prior written notice to Lender requesting a Partial Release and identifying the Release Property and date upon which it desires to have the Release Property released ("PARTIAL RELEASE DATE"“Partial Release Date”). Prior to Lender's ’s agreement to a Partial Release, each of the following conditions must be satisfied to Lender's ’s reasonable satisfaction: (i) No Event of Default shall have occurred and be continuing at the time Borrower requests a Partial Release or on the Partial Release Date. (ii) On or before the Partial Release Date, Borrower shall deliver to Lender partially defease the Defeasance Collateral Loan, in accordance with Section 2.05(b), in an amount calculated on the basis of equal to the Partial Release Price allocated to the Release PropertyProperty under this Loan Agreement. (iii) As of the Partial Release Date, and after giving effect to the Partial Release to occur on such date the Loan to Value Ratio for the remaining Property is no more than sixty-five percent (65%), as determined by Lender. (iv) As of the Partial Release Date, and, after giving effect to the Partial Release to occur on such date, the Debt Service Coverage Ratio for the remaining Property is at least 1.20:1.00 for the twelve (12) month period immediately preceding the Partial Release with respect to the Remaining Property after giving effect to the Partial Release; all as determined by Lender in its sole discretion. (v) Borrower has delivered to Lender forms of all documents necessary to release the Release Property from the liens created by the Security Instrument, Assignment of Rents and Leases and related UCC financing statements, each in appropriate form required by the state in which the Release Property is located and otherwise satisfactory to Lender in all respects. (vi) Borrower shall deliver to Lender confirmation, in form and substance satisfactory to Lender, that all conditions of partial Defeasance have been met from any applicable Rating Agency that has required as a condition to such partial Defeasance that such conditions have been met. Ply Gem Industries (viiiv) Borrower has complied with the terms and conditions of this Article 10 and Section 2.05 hereofobtained a Rating Confirmation, satisfactory to Lender in all respectsif required. (viiiv) Borrower has delivered a certificate from a Responsible Officer certifying that the requirements set forth in this Section 10.03 have been satisfied in all material respects. (ixvi) Borrower has paid all amounts then due and unpaid under the Loan Documents through (and including) amounts due on the Release Date and in connection with the Partial Release. (xvii) Lender shall have received a copy of a deed conveying all of the Borrower's ’s right, title and interest in and to the Release Property to an entity other than Borrower and any Borrower, SPE Manager, or SPE Equity Owner and a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records of the appropriate recording office in which the Release Property is located.