Common use of Addition/Removal of Unencumbered Borrowing Base Properties Clause in Contracts

Addition/Removal of Unencumbered Borrowing Base Properties. (a) The Unencumbered Borrowing Base Properties and the Eligible Ground Leases as of the Closing Date are listed on Schedule 5.23. (b) The Borrower may from time to time add an additional Real Property as an Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e); provided that no Real Property shall be included as an Unencumbered Borrowing Base Property in any Compliance Certificate delivered to the Administrative Agent or in any calculation of any of the components of the financial covenants set forth in Section 7.11 that refer to “Unencumbered Borrowing Base Properties” unless such Real Property satisfies the eligibility criteria set forth in the definition of “Unencumbered Borrowing Base Property.” (c) Notwithstanding anything contained herein to the contrary, to the extent any property previously-qualifying as an Unencumbered Borrowing Base Property ceases to meet the criteria for qualification as such, such property shall be immediately removed from all financial covenant related calculations contained herein. Any such property shall immediately cease to be an “Unencumbered Borrowing Base Property” hereunder and the Borrower shall provide a Compliance Certificate to the Administrative Agent in accordance with the terms of Section 6.03(e) removing such Real Property from the list of Unencumbered Borrowing Base Properties. (d) The Loan Parties may voluntarily remove any Unencumbered Borrowing Base Property from qualification as such (but only in connection with a proposed financing, sale or other Disposition otherwise permitted hereunder) by deleting such Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e), if, and to the extent: (i) the Loan Parties shall, immediately following such removal, be in compliance (on a Pro Forma Basis) with all of the covenants contained in Section 7 of this Agreement and (ii) no Default exists or would result therefrom. So long as no Default exists or would result therefrom, the Administrative Agent shall release any Subsidiary that owns any Unencumbered Borrowing Base Property that is being removed pursuant to this clause (d) from its obligations (accrued or unaccrued) under Section 11 and the Administrative Agent shall promptly, and in any event within five (5) Business Days, execute a Release of Guarantor in the form of Exhibit G attached hereto if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal.

Addition/Removal of Unencumbered Borrowing Base Properties. (a) The Unencumbered Borrowing Base Properties and the Eligible Ground Leases as of the Closing Date are listed on Schedule 5.23. (b) The Borrower may from time to time add an additional Real Property as an Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e); provided that no Real Property shall be included as an Unencumbered Borrowing Base Property in any Compliance Certificate delivered to the Administrative Agent or in any calculation of any of the components of the financial covenants set forth in Section 7.11 that refer to “Unencumbered Borrowing Base Properties” unless such Real Property satisfies the eligibility criteria set forth in the definition of “Unencumbered Borrowing Base Property.” (c) Notwithstanding anything contained herein to the contrary, to the extent any property previously-qualifying as an Unencumbered Borrowing Base Property ceases to meet the criteria for qualification as such, such property shall be immediately removed from all financial covenant related calculations contained herein. Any such property shall immediately cease to be an “Unencumbered Borrowing Base Property” hereunder and the Borrower shall provide a Compliance Certificate to the Administrative Agent in accordance with the terms of Section 6.03(e) removing such Real Property from the list of Unencumbered Borrowing Base Properties. (d) The Loan Parties may voluntarily remove any Unencumbered Borrowing Base Property from qualification as such (but only in connection with a proposed financing, sale or other Disposition otherwise permitted hereunderDisposition) by deleting such Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e), if, and to the extent: (i) the Loan Parties shall, immediately following such removal, be in compliance (on a Pro Forma Basis) with all of the covenants contained in Section 7 of this Agreement and (ii) no Default exists or would result therefrom. So long as no Default exists or would result therefrom, the Administrative Agent shall release any Subsidiary that owns any Unencumbered Borrowing Base Property that is being removed pursuant to this clause (d) from its obligations (accrued or unaccrued) under Section 11 and the Administrative Agent shall promptly, and in any event within five (5) Business Days, execute a Release of Guarantor in the form of Exhibit G attached hereto if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal.

Addition/Removal of Unencumbered Borrowing Base Properties. (a) The Unencumbered Borrowing Base Properties and the Eligible Ground Leases as of the Closing Date are listed on Schedule 5.23. (b) The Borrower may from time to time add an additional Real Property as an Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e); provided that no Real Property shall be included as an Unencumbered Borrowing Base Property in any Compliance Certificate delivered to the Administrative Agent or in any calculation of any of the components of the financial covenants set forth in Section 7.11 that refer to “Unencumbered Borrowing Base Properties” unless such Real Property satisfies the eligibility criteria set forth in the definition of “Unencumbered Borrowing Base Property.” (c) Notwithstanding anything contained herein to the contrary, to the extent any property previously-qualifying as an Unencumbered Borrowing Base Property ceases to meet the criteria for qualification as such, such property shall be immediately removed from all financial covenant related calculations contained herein. Any such property shall immediately cease to be an “Unencumbered Borrowing Base Property” hereunder and the Borrower shall provide a Compliance Certificate to the Administrative Agent in accordance with the terms of Section 6.03(e) removing such Real Property from the list of Unencumbered Borrowing Base Properties. (d) The Loan Parties may voluntarily remove any Unencumbered Borrowing Base Property from qualification as such (but only in connection with a proposed financing, sale or other Disposition otherwise permitted hereunder) by deleting such Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e), if, and to the extent: (i) the Loan Parties shall, immediately following such removal, be in compliance (on a Pro Forma Basis) with all of the covenants contained in Section 7 of this Agreement and (ii) no Default exists or would result therefrom. So long as no Default exists or would result therefrom, the Administrative Agent shall release any Subsidiary that owns any Unencumbered Borrowing Base Property that is being removed pursuant to this clause (d) from its obligations (accrued or unaccrued) under Section 11 and the Administrative Agent shall promptly, and in any event within five (5) Business Days, execute a Release of Guarantor in the form of Exhibit G H attached hereto if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal.

Addition/Removal of Unencumbered Borrowing Base Properties. (a) The Unencumbered Borrowing Base Properties and the Eligible Ground Leases as of the Closing Date are listed on Schedule 5.23. (b) The Borrower may from time to time add an additional Real Property as an Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e); provided that no Real Property shall be included as an Unencumbered Borrowing Base Property in any Compliance Certificate delivered to the Administrative Agent or in any calculation of any of the components of the financial covenants set forth in Section 7.11 that refer to “Unencumbered Borrowing Base Properties” unless such Real Property satisfies the eligibility criteria set forth in the definition of “Unencumbered Borrowing Base Property.” (c) Notwithstanding anything contained herein to the contrary, to the extent any property previously-qualifying as an Unencumbered Borrowing Base Property ceases to meet the criteria for qualification as such, such property shall be immediately removed from all financial covenant related calculations contained herein. Any such property shall immediately cease to be an “Unencumbered Borrowing Base Property” hereunder and the Borrower shall provide a Compliance Certificate to the Administrative Agent in accordance with the terms of Section 6.03(e) removing such Real Property from the list of Unencumbered Borrowing Base Properties. (d) The Loan Parties may voluntarily remove any Unencumbered Borrowing Base Property from qualification as such (but only in connection with a proposed financing, sale or other Disposition otherwise permitted hereunderDisposition) by deleting such Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e), if, and to the extent: (i) the Loan Parties shall, immediately following such removal, be in compliance (on a Pro Forma Basis) with all of the covenants contained in Section 7 of this Agreement and Agreement; (ii) no Default exists or would result therefrom; and (iii) a minimum of five (5) Real Properties having an aggregate value as determined in accordance with undepreciated GAAP of at least $250,000,000 remain qualified as Unencumbered Borrowing Base Properties after such release; provided that, notwithstanding the foregoing, so long as no Default exists or would result therefrom, the Borrower may have less than five (5) (but not less than four (4)) Unencumbered Borrowing Base Properties for one full calendar quarter in any fiscal year. So long as no Default exists or would result therefrom, the Administrative Agent shall release any Subsidiary that owns any Unencumbered Borrowing Base Property that is being removed pursuant to this clause (d) from its obligations (accrued or unaccrued) under Section 11 and the Administrative Agent shall promptly, and in any event within five (5) Business Days, execute a Release of Guarantor in the form of Exhibit G attached hereto if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal.

Addition/Removal of Unencumbered Borrowing Base Properties. (a) The Unencumbered Borrowing Base Properties and the Eligible Ground Leases as of the Closing Date are listed on Schedule 5.23. (b) The Borrower may from time to time add an additional Real Property as an Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e); provided that no Real Property shall be included as an Unencumbered Borrowing Base Property in any Compliance Certificate delivered to the Administrative Agent or in any calculation of any of the components of the financial covenants set forth in Section 7.11 that refer to “Unencumbered Borrowing Base Properties” unless such Real Property satisfies the eligibility criteria set forth in the definition of “Unencumbered Borrowing Base Property.” (c) Notwithstanding anything contained herein to the contrary, to the extent any property previously-qualifying as an Unencumbered Borrowing Base Property ceases to meet the criteria for qualification as such, such property shall be immediately removed from all financial covenant related calculations contained herein. Any such property shall immediately cease to be an “Unencumbered Borrowing Base Property” hereunder and the Borrower shall provide a Compliance Certificate to the Administrative Agent in accordance with the terms of Section 6.03(e) removing such Real Property from the list of Unencumbered Borrowing Base Properties. (d) The Loan Parties may voluntarily remove any Unencumbered Borrowing Base Property from qualification as such (but only in connection with a proposed financingrefinancing, sale or other Disposition otherwise permitted hereunderDisposition) by deleting such Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e), if, and to the extent: (i) the Loan Parties shall, immediately following such removal, be in compliance (on a Pro Forma Basis) with all of the covenants contained in Section 7 of this Agreement and Agreement; (ii) no Default exists or would result therefrom. So ; and (iii) a minimum of five (5) Real Properties having an aggregate value as determined in accordance with undepreciated GAAP of at least $250,000,000 remain qualified as Unencumbered Borrowing Base Properties after such release; provided that, notwithstanding the foregoing, so long as no Default exists or would result therefrom, the Administrative Agent shall release any Subsidiary that owns any Unencumbered Borrowing Base Property that is being removed pursuant to this clause (d) from its obligations (accrued or unaccrued) under Section 11 and the Administrative Agent shall promptly, and in any event within Borrower may have less than five (5) Business Days, execute a Release of Guarantor (but not less than four (4)) Unencumbered Borrowing Base Properties for one full calendar quarter in the form of Exhibit G attached hereto if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removalany fiscal year.

Addition/Removal of Unencumbered Borrowing Base Properties. (a) The Unencumbered Borrowing Base Properties and the Eligible Ground Leases as of the Closing Date are listed on Schedule 5.23. (b) The Borrower may from time to time amend Schedule 5.23 (a) to add an additional Real Property that qualifies as an Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e)Property; provided that no Real Property shall be included as an Unencumbered Borrowing Base Property in any Compliance Certificate compliance certificate delivered to the Administrative Agent Agent, on Schedule 5.23(a) or otherwise in any calculation of the Implied Loan Amount, the Mortgageability Cash Flow or any of the components of the financial covenants set forth in Section 7.11 that refer to “Unencumbered Borrowing Base Properties” unless and until (i) the Borrower has delivered to the Administrative Agent all of the Unencumbered BBP Deliverables with respect to such Real Property satisfies (except to the eligibility criteria set forth extent the delivery thereof is otherwise waived in writing by the Administrative Agent and the Required Lenders) and (ii) the Required Lenders have approved in writing (or otherwise been deemed to have been approved in accordance with the provisions of clause (vi) of the definition of “Unencumbered Borrowing Base Properties”) such items and the qualification of such Real Property as an Unencumbered Borrowing Base Property; provided, further, that, to the extent the Borrower has delivered to the Administrative Agent all of the Conditional Approval Unencumbered BBP Deliverables with respect to a particular Real Property, the Required Lenders may conditionally approve (or be deemed to have conditionally approved, in accordance with the provisions of clause (vi) of the definition of “Unencumbered Borrowing Base Properties”) the addition of such Real Property as an Unencumbered Borrowing Base Property, such conditional approval to be subject only to the receipt and approval by the Administrative Agent and the Required Lenders (to the extent subject to the Required Lenders approval) of each of the remaining Unencumbered BBP Deliverables. In the case of any conditional approval pursuant to the immediately preceding sentence, such Real Property will be included as an Unencumbered Borrowing Base Property only upon receipt and approval by the Administrative Agent and the Required Lenders (to the extent subject to the Required Lenders approval) of such remaining Unencumbered BBP Deliverables (except to the extent the delivery thereof is otherwise waived in writing by the Administrative Agent and the Required Lenders). In connection with the addition of any Unencumbered Borrowing Base Property following (or in connection with) such approval by the Required Lenders, the Administrative Agent will, in good faith, review and consider executing customary documentation not otherwise included in the Unencumbered BBP Deliverables that may be requested by any applicable franchisor and/or Approved Manager with respect to such Unencumbered Borrowing Base Property.” (cb) Notwithstanding anything contained herein to the contrary, to the extent any property previously-qualifying as an Unencumbered Borrowing Base Property ceases to meet the criteria for qualification as such, such property shall be immediately removed from all financial covenant and Implied Loan Amount-related calculations contained herein. Any such property shall immediately cease to be an “Unencumbered Borrowing Base Property” hereunder and the Borrower Schedule 5.23(a) shall provide a Compliance Certificate be deemed to the Administrative Agent in accordance with the terms of Section 6.03(e) removing have been immediately amended to remove such Real Property from the list of Unencumbered Borrowing Base Properties. (dc) The Loan Parties may voluntarily remove any Unencumbered Borrowing Base Property from qualification as such (but only in connection with a proposed financingrefinancing, sale or other Disposition otherwise permitted hereunder) by deleting such Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(eDisposition), if, and to the extent: (i) the Loan Parties shall, immediately following such removal, be in compliance (on a Pro Forma Basis) with all of the covenants contained in Section 7 of this Agreement and with all Implied Loan Amount-related limitations on Outstanding Amounts set forth in this Agreement; (ii) no Default exists or would result therefrom. So ; and (iii) a minimum of four (4) Real Properties (and, after September 30, 2012, a minimum of five (5) Real Properties) having an aggregate value as determined in accordance with GAAP of at least $250,000,000 remain qualified as Unencumbered Borrowing Base Properties after such release; provided that, notwithstanding the foregoing, so long as no Default exists or would result therefrom, on or after September 30, 2012 the Administrative Agent shall release Borrower may have less than five (5) (but not less than four (4)) Unencumbered Borrowing Base Properties for one full calendar quarter in any Subsidiary that owns any fiscal year. (d) Upon removal of an Unencumbered Borrowing Base Property that is being removed pursuant to this clause clauses (db) or (c) above, (i) Schedule 5.23(a) shall be immediately amended to remove such Real Property from its obligations the list of Unencumbered Borrowing Base Properties; and (accrued or unaccruedii) under Section 11 and the Administrative Agent Borrower shall promptly, and in any event within five (5) Business Days, execute timely deliver a Release of Guarantor in the form of Exhibit G attached hereto if such Subsidiary becomes a Non-Guarantor Subsidiary in connection Compliance Certificate with respect to such removal or will become a Non-Guarantor Subsidiary within ten (10in accordance with the terms of Section 6.03(e) Business Days of after giving effect to such removalrelease.

Addition/Removal of Unencumbered Borrowing Base Properties. (a) The Unencumbered Borrowing Base Properties and the Eligible Ground Leases as of the Closing Date are listed on Schedule 5.23. (b) The Borrower may from time to time add an additional Real Property as an Unencumbered Borrowing Base Property in a Compliance Certificate an Unencumbered Borrowing Base Report delivered to the Administrative Agent in accordance with the terms of Section 6.03(e8.02(b); provided that no Real Property shall be included as an Unencumbered Borrowing Base Property in any Compliance Certificate Unencumbered Borrowing Base Report delivered to the Administrative Agent or in any calculation of any of the components of the financial covenants set forth in Section 7.11 9.15 that refer to “Unencumbered Borrowing Base Properties” unless such Real Property satisfies the eligibility criteria set forth in the definition of “Unencumbered Borrowing Base Property.” (cb) Notwithstanding anything contained herein to the contrary, to the extent any property Property previously-qualifying as an Unencumbered Borrowing Base Property ceases to meet the criteria for qualification as such, such property shall be immediately removed from all financial covenant related calculations contained herein. Any such property Property shall immediately cease to be an “Unencumbered Borrowing Base Property” hereunder and the Borrower shall provide a Compliance Certificate an Unencumbered Borrowing Base Report to the Administrative Agent in accordance with the terms of Section 6.03(e8.02(b) removing such Real Property from the list of Unencumbered Borrowing Base Properties. (dc) The Loan Parties Borrower may voluntarily remove any request that an Unencumbered Borrowing Base Property from qualification be released as such (but only in connection with a proposed financing, sale or other Disposition otherwise permitted hereunder) an Unencumbered Borrowing Base Property by deleting such Unencumbered Borrowing Base Property in a Compliance Certificate an Unencumbered Borrowing Base Report delivered to the Administrative Agent in accordance with the terms of Section 6.03(e8.02(b), if, and to the extent: (i) no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Unencumbered Borrowing Base Property that would no longer exist after giving effect to the release of such Unencumbered Borrowing Base Property from the Unencumbered Borrowing Base); (ii) all representations and warranties of Borrower and each other Loan Party contained in Article VII or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such requested release after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (iii) the Loan Parties shallParties, immediately following such removal, be are in compliance (on pro-forma covenant compliance, as evidenced by a Pro Forma Basis) with all of the covenants contained in Section 7 of this Agreement Compliance Certificate duly completed and delivered by a Responsible Officer; and (iiiv) no Default exists or would result therefrom. So long as no Default exists or would result therefrom, the Administrative Agent shall release Borrower has made any Subsidiary that owns any Unencumbered Borrowing Base Property that is being removed pursuant to this clause (d) from its obligations (accrued or unaccrued) prepayment required under Section 11 and the Administrative Agent shall promptly, and in any event within five (5) Business Days, execute a Release of Guarantor in the form of Exhibit G attached hereto if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal2.04(b).

Addition/Removal of Unencumbered Borrowing Base Properties. (a) The Unencumbered Borrowing Base Properties and the Eligible Ground Leases as of the Closing Date are listed on Schedule 5.23. (b) The Borrower may from time to time add an additional Real Property as an Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e); provided that no Real Property shall be included as an Unencumbered Borrowing Base Property in any Compliance Certificate delivered to the Administrative Agent or in any calculation of any of the components of the financial covenants set forth in Section 7.11 that refer to “Unencumbered Borrowing Base Properties” unless such Real Property satisfies the eligibility criteria set forth in the definition of “Unencumbered Borrowing Base Property.” (c) Notwithstanding anything contained herein to the contrary, to the extent any property previously-qualifying as an Unencumbered Borrowing Base Property ceases to meet the criteria for qualification as such, such property shall be immediately removed from all financial covenant related calculations contained herein. Any such property shall immediately cease to be an “Unencumbered Borrowing Base Property” hereunder and the Borrower shall provide a Compliance Certificate to the Administrative Agent in accordance with the terms of Section 6.03(e) removing such Real Property from the list of Unencumbered Borrowing Base Properties. (d) The Loan Parties may voluntarily remove any Unencumbered Borrowing Base Property from qualification as such (but only in connection with a proposed financing, sale or other Disposition otherwise permitted hereunderDisposition) by deleting such Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e), if, and to the extent: (i) the Loan Parties shall, immediately following such removal, be in compliance (on a Pro Forma Basis) with all of the covenants contained in Section 7 of this Agreement Agreement; and (ii) no Default exists or would result therefrom. So long as no Default exists or would result therefrom, the Administrative Agent shall release any Subsidiary that owns any Unencumbered Borrowing Base Property that is being removed pursuant to this clause (d) from its obligations (accrued or unaccrued) under Section 11 and the Administrative Agent shall promptly, and in any event within five (5) Business Days, execute a Release of Guarantor in the form of Exhibit G attached hereto if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal.

Addition/Removal of Unencumbered Borrowing Base Properties. (a) The Unencumbered Borrowing Base Properties and the Eligible Ground Leases as of the Closing Date are listed on Schedule 5.23. (b) The Borrower may from time to time add an additional Real Property as an Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e); provided that no Real Property shall be included as an Unencumbered Borrowing Base Property in any Compliance Certificate delivered to the Administrative Agent or in any calculation of any of the components of the financial covenants set forth in Section 7.11 that refer to “Unencumbered Borrowing Base Properties” unless such Real Property satisfies the eligibility criteria set forth in the definition of “Unencumbered Borrowing Base Property.” (c) Notwithstanding anything contained herein to the contrary, to the extent any property previously-qualifying as an Unencumbered Borrowing Base Property ceases to meet the criteria for qualification as such, such property shall be immediately removed from all financial covenant related calculations contained herein. Any such property shall immediately cease to be an “Unencumbered Borrowing Base Property” hereunder and the Borrower shall provide a Compliance Certificate to the Administrative Agent in accordance with the terms of Section 6.03(e) removing such Real Property from the list of Unencumbered Borrowing Base Properties. (d) The Loan Parties may voluntarily remove any Unencumbered Borrowing Base Property from qualification as such (but only in connection with a proposed financing, sale or other Disposition otherwise permitted hereunderDisposition) by deleting such Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e), if, and to the extent: (i) the Loan Parties shall, immediately following such removal, be in compliance (on a Pro Forma Basis) with all of the covenants contained in Section 7 of this Agreement and (ii) no Default exists or would result therefrom. So long as no Default exists or would result therefrom, the Administrative Agent shall release any Subsidiary that owns any Unencumbered Borrowing Base Property that is being removed pursuant to this clause (d) from its obligations (accrued or unaccrued) under Section 11 and the Administrative Agent shall promptly, and in any event within five (5) Business Days, execute a Release of Guarantor in the form of Exhibit G H attached hereto if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal.

Addition/Removal of Unencumbered Borrowing Base Properties. (a) The Unencumbered Borrowing Base Properties and the Eligible Ground Leases as of the Closing Date are listed on Schedule 5.23. (b) The Borrower may from time to time amend Schedule 5.23 (a) to add an additional Real Property that qualifies as an Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(e)Property; provided that no Real Property shall be included as an Unencumbered Borrowing Base Property in any Compliance Certificate compliance certificate delivered to the Administrative Agent Agent, on Schedule 5.23(a) or otherwise in any calculation of the Implied Loan Amount, the Mortgageability Cash Flow or any of the components of the financial covenants set forth in Section 7.11 that refer to “Unencumbered Borrowing Base Properties” unless and until (i) the Borrower has delivered to the Administrative Agent all of the Unencumbered BBP Deliverables with respect to such Real Property satisfies (except to the eligibility criteria set forth extent the delivery thereof is otherwise waived in writing by the Administrative Agent and the Required Lenders) and (ii) the Required Lenders have approved in writing (or otherwise been deemed to have been approved in accordance with the provisions of clause (vi) of the definition of “Unencumbered Borrowing Base Properties”) such items and the qualification of such Real Property as an Unencumbered Borrowing Base Property; provided, further, that, to the extent the Borrower has delivered to the Administrative Agent all of the Conditional Approval Unencumbered BBP Deliverables with respect to a particular Real Property, the Required Lenders may conditionally approve (or be deemed to have conditionally approved, in accordance with the provisions of clause (vi) of the definition of “Unencumbered Borrowing Base Properties”) the addition of such Real Property as an Unencumbered Borrowing Base Property, such conditional approval to be subject only to the receipt and approval by the Administrative Agent and the Required Lenders (to the extent subject to Required Lender approval) of each of the remaining Unencumbered BBP Deliverables. In the case of any conditional approval pursuant to the immediately preceding sentence, such Real Property will be included as an Unencumbered Borrowing Base Property only upon receipt and approval by the Administrative Agent and the Required Lenders (to the extent subject to Required Lender approval) of such remaining Unencumbered BBP Deliverables (except to the extent the delivery thereof is otherwise waived in writing by the Administrative Agent and the Required Lenders). In connection with the addition of any Unencumbered Borrowing Base Property following (or in connection with) such approval by the Required Lenders, the Administrative Agent will, in good faith, review and consider executing customary documentation not otherwise included in the Unencumbered BBP Deliverables that may be requested by any applicable franchisor and/or Approved Manager with respect to such Unencumbered Borrowing Base Property.” (cb) Notwithstanding anything contained herein to the contrary, to the extent any property previously-qualifying as an Unencumbered Borrowing Base Property ceases to meet the criteria for qualification as such, such property shall be immediately removed from all financial covenant and Implied Loan Amount-related calculations contained herein. Any such property shall immediately cease to be an “Unencumbered Borrowing Base Property” hereunder and the Borrower Schedule 5.23(a) shall provide a Compliance Certificate be deemed to the Administrative Agent in accordance with the terms of Section 6.03(e) removing have been immediately amended to remove such Real Property from the list of Unencumbered Borrowing Base Properties. (dc) The Loan Parties may voluntarily remove any Unencumbered Borrowing Base Property from qualification as such (but only in connection with a proposed financingrefinancing, sale or other Disposition otherwise permitted hereunder) by deleting such Unencumbered Borrowing Base Property in a Compliance Certificate delivered to the Administrative Agent in accordance with the terms of Section 6.03(eDisposition), if, and to the extent: (i) the Loan Parties shall, immediately following such removal, be in compliance (on a Pro Forma Basis) with all of the covenants contained in Section 7 of this Agreement and (ii) no Default exists or would result therefrom. So long as no Default exists or would result therefrom, the Administrative Agent shall release any Subsidiary that owns any Unencumbered Borrowing Base Property that is being removed pursuant to this clause (d) from its obligations (accrued or unaccrued) under Section 11 and the Administrative Agent shall promptly, and in any event within five (5) Business Days, execute a Release of Guarantor in the form of Exhibit G attached hereto if such Subsidiary becomes a Non-Guarantor Subsidiary in connection with such removal or will become a Non-Guarantor Subsidiary within ten (10) Business Days of such removal.in