Common use of Borrower Requests for Property Releases Clause in Contracts

Borrower Requests for Property Releases. From time to time the Borrower may request that any Collateral Property be released from the Security Documents, and the Liens created thereby to the extent applicable to such Property and related Collateral, in connection with (i) a Qualified Collateral Property Sale, (ii) a permanent reduction of the Commitments in accordance with Section 2.11 or a repayment of Term Loans in accordance with the terms of the Existing Term Loan Agreement, or (iii) such Property being excluded from Collateral Property Eligibility under Section 7.15(c), in each case, which release (the “Property Release”) shall be subject to the satisfaction of the following conditions: (i) Upon giving effect to such Property Release, (A) the Net Collateral Property Availability shall be equal to or greater than $600,000,000 and (B) the remaining Collateral Property Availability shall not be less than the sum of (1) the aggregate Commitments, plus (2) the outstanding principal amount of Term Loans (in each case, giving effect to any reduction in Commitments and/or repayment of Term Loans occurring in connection therewith, if applicable); (ii) No Default or Event of Default has occurred and is continuing or would occur as a result of such Property Release; (iii) All representations and warranties in the Loan Documents are true and accurate in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) at the time of such Property Release and immediately after giving effect to such Property Release, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (iv) Any prepayment to be made in accordance with Section 2.7(b)(iv) shall have been made or shall be made substantially concurrently with such Property Release pursuant to an escrow arrangement acceptable to the Administrative Agent; (v) The conditions to such Property Release set forth in Section 7.15(b) of the Existing Term Loan Agreement shall have been, or concurrently with the effectiveness of such Property Release hereunder will be, satisfied or waived in accordance with the terms of the Existing Term Loan Agreement; and (vi) The Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the foregoing conditions (both as of the date of such request and as of the date of such release) are true and correct with respect to such Property Release.

Borrower Requests for Property Releases. From time to time the Borrower may request that any Collateral Property be released from the Security Documents, and the Liens created thereby to the extent applicable to such Property and related Collateral, in connection with (i) a Qualified Collateral Property Sale, (ii) a permanent reduction of the Revolving Commitments in accordance with Section 2.11 or a repayment of Term Loans in accordance with the terms of the Existing Term Loan Agreement2.12, or (iii) such Property being excluded from Collateral Property Eligibility under Section 7.15(c), in each case, which release (the “Property Release”) shall be subject to the satisfaction of the following conditions: (i) Upon giving effect to such Property Release, (A) the Net Collateral Property Availability shall be equal to or greater than $600,000,000 and (B) the remaining Collateral Property Availability shall not be less than the sum of aggregate Revolving Commitments (1) the aggregate Commitments, plus (2) the outstanding principal amount of Term Loans (in each case, giving effect to any reduction in Revolving Commitments and/or repayment of Term Loans occurring in connection therewith, if applicable); (ii) No Default or Event of Default has occurred and is continuing or would occur as a result of such Property Release; (iii) All representations and warranties in the Loan Documents are true and accurate in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) at the time of such Property Release and immediately after giving effect to such Property Release, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (iv) Any prepayment to be made in accordance with Section 2.7(b)(iv2.8(b)(iv) shall have been made or shall be made substantially concurrently with such Property Release pursuant to an escrow arrangement acceptable to the Administrative Agent; (v) The conditions If any Collateral Property to be released pursuant to such Property Release set forth in Section 7.15(bis subject to an agreement which restricts such Collateral Property from being owned, operated or encumbered independently from another Collateral Property, then (A) of the Existing Term Loan Agreement each such other Collateral Property shall have been, or be released concurrently with the effectiveness of such Property Release hereunder will be, satisfied pursuant to one or waived more Property Releases in accordance with the terms hereof such that, upon giving effect to such Property Release and any other Property Release occurring simultaneously therewith, none of the Existing Term Loan remaining Collateral Properties shall be in violation of such restrictions or (B) the Administrative Agent shall have received evidence in form and substance satisfactory to the Administrative Agent in its reasonable discretion that the applicable agreement has been amended or replaced (in accordance with this Agreement) such that applicable Collateral Properties may be owned, operated and/or encumbered separately and independently from each other; and (vi) The Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the foregoing conditions (both as of the date of such request and as of the date of such release) are true and correct with respect to such Property Release.

Borrower Requests for Property Releases. From time to time the Borrower may request that any Collateral Property be released from the Security Documents, and the Liens created thereby to the extent applicable to such Property and related Collateral, in connection with (i) a Qualified Collateral Property Sale, (ii) a permanent reduction of the Revolving Commitments in accordance with Section 2.11 the Existing Credit Agreement or a repayment of Term Loans in accordance with the terms of the Existing Term Loan Agreementhereof, or (iii) such Property being excluded from Collateral Property Eligibility under Section 7.15(c), in each case, which release (the “Property Release”) shall be subject to the satisfaction of the following conditions: (i) Upon giving effect to such Property Release, (A) the Net Collateral Property Availability shall be equal to or greater than $600,000,000 and (B) the remaining Collateral Property Availability shall not be less than the sum of (1) the aggregate Revolving Commitments, plus (2) the outstanding principal amount of Term Loans (in each case, giving effect to any reduction in Revolving Commitments and/or repayment of Term Loans occurring in connection therewith, if applicable); (ii) No Default or Event of Default has occurred and is continuing or would occur as a result of such Property Release; (iii) All representations and warranties in the Loan Documents are true and accurate in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) at the time of such Property Release and immediately after giving effect to such Property Release, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (iv) Any prepayment to be made in accordance with Section 2.7(b)(iv2.7(d)(ii) shall have been made or shall be made substantially concurrently with such Property Release pursuant to an escrow arrangement acceptable to the Administrative Agent; (v) The conditions to such Property Release set forth in Section 7.15(b) of the Existing Term Loan Credit Agreement shall have been, or concurrently with the effectiveness of such Property Release hereunder will be, satisfied or waived in accordance with the terms of the Existing Term Loan Credit Agreement; and (vi) The Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the foregoing conditions (both as of the date of such request and as of the date of such release) are true and correct with respect to such Property Release.

Borrower Requests for Property Releases. From time to time the Borrower may request that any Collateral Property be released from the Security Documents, and the Liens created thereby to the extent applicable to such Property and related Collateral, in connection with (i) a Qualified Collateral Property Sale, (ii) a permanent reduction of the Revolving Commitments in accordance with Section 2.11 or a repayment of Term Loans in accordance with the terms of the Existing Term Loan Agreement2.12, or (iii) such Property being excluded from Collateral Property Eligibility under Section 7.15(c), in each case, which release (the “Property Release”) shall be subject to the satisfaction of the following conditions: (i) Upon giving effect to such Property Release, (A) the Net Collateral Property Availability shall be equal to or greater than $600,000,000 and (B) the remaining Collateral Property Availability shall not be less than the sum of aggregate Revolving Commitments (1) the aggregate Commitments, plus (2) the outstanding principal amount of Term Loans (in each case, giving effect to any reduction in Revolving Commitments and/or repayment of Term Loans occurring in connection therewith, if applicable); (ii) No Default or Event of Default has occurred and is continuing or would occur as a result of such Property Release; (iii) All representations and warranties in the Loan Documents are true and accurate in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) at the time of such Property Release and immediately after giving effect to such Property Release, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (iv) Any prepayment to be made in accordance with Section 2.7(b)(iv2.8(b)(iv) shall have been made or shall be made substantially concurrently with such Property Release pursuant to an escrow arrangement acceptable to the Administrative Agent; (v) The conditions to such Property Release set forth in Section 7.15(b) of the Existing Term Loan Agreement shall have been, or concurrently with the effectiveness of such Property Release hereunder will be, satisfied or waived in accordance with the terms of the Existing Term Loan Agreement; and (viv) The Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the foregoing conditions (both as of the date of such request and as of the date of such release) are true and correct with respect to such Property Release.

Borrower Requests for Property Releases. From time to time the Borrower may request that any Collateral Property be released from the Security Documents, and the Liens created thereby to the extent applicable to such Property and related Collateral, in connection with (i) a Qualified Collateral Property Sale, (ii) a permanent reduction of the Revolving Commitments in accordance with Section 2.11 or a repayment of Term Loans in accordance with the terms of the Existing Term Loan Agreement2.12, or (iii) such Property being excluded from Collateral Property Eligibility under Section 7.15(c), in each case, which release (the “Property Release”) shall be subject to the satisfaction of the following conditions: (i) Upon giving effect to such Property Release, (A) the Net Collateral Property Availability shall be equal to or greater than $600,000,000 and (B) the remaining Collateral Property Availability shall not be less than the sum of aggregate Revolving Commitments (1) the aggregate Commitments, plus (2) the outstanding principal amount of Term Loans (in each case, giving effect to any reduction in Revolving Commitments and/or repayment of Term Loans occurring in connection therewith, if applicable); (ii) No Default or Event of Default has occurred and is continuing or would occur as a result of such Property Release; (iii) All representations and warranties in the Loan Documents are true and accurate in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) at the time of such Property Release and immediately after giving effect to such Property Release, except to the extent that such representations and - 100 - warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (iv) Any prepayment to be made in accordance with Section 2.7(b)(iv2.8(b)(iv) shall have been made or shall be made substantially concurrently with such Property Release pursuant to an escrow arrangement acceptable to the Administrative Agent;; and (v) The conditions If any Collateral Property to be released pursuant to such Property Release set forth in Section 7.15(bis subject to an agreement which restricts such Collateral Property from being owned, operated or encumbered independently from another Collateral Property, then (A) of the Existing Term Loan Agreement each such other Collateral Property shall have been, or be released concurrently with the effectiveness of such Property Release hereunder will be, satisfied pursuant to one or waived more Property Releases in accordance with the terms hereof such that, upon giving effect to such Property Release and any other Property Release occurring simultaneously therewith, none of the Existing Term Loan Agreement; and remaining Collateral Properties shall be in violation of such restrictions or (viB) The the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower evidence in form and substance satisfactory to the Administrative Agent of any such request shall constitute a representation by the Borrower in its reasonable discretion that the foregoing conditions applicable agreement has been amended or replaced (both as of the date of in accordance with this Agreement) such request that applicable Collateral Properties may be owned, operated and/or encumbered separately and as of the date of such release) are true and correct with respect to such Property Release.independently from each other; and

Borrower Requests for Property Releases. From time to time the Borrower may request that any Collateral Property be released from the Security Documents, and the Liens created thereby to the extent applicable to such Property and related Collateral, in connection with (i) a Qualified Collateral Property Sale, (ii) a permanent reduction of the Commitments in accordance with Section 2.11 (other than the Commitment reduction pursuant to Section 2(b) of the Fifth Amendment) or a repayment of Term Loans in accordance with the terms of the Existing Term Loan Agreement, or (iii) such Property being excluded from Collateral Property Eligibility under Section 7.15(c), in each case, which release (the “Property Release”) shall be subject to the satisfaction of the following conditions: (i) Upon giving effect to such Property Release, (A) the Net Collateral Property Availability shall be equal to or greater than $600,000,000 and (B) the remaining Collateral Property Availability shall not be less than the sum of (1) the aggregate Commitments, plus (2) the outstanding principal amount of Term Loans (in each case, giving effect to any reduction in Commitments and/or repayment of Term Loans occurring in connection therewith, if applicable); (ii) No Default or Event of Default has occurred and is continuing or would occur as a result of such Property Release; (iii) All representations and warranties in the Loan Documents are true and accurate in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) at the time of such Property Release and immediately after giving effect to such Property Release, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (iv) Any prepayment to be made in accordance with Section 2.7(b)(iv) shall have been made or shall be made substantially concurrently with such Property Release pursuant to an escrow arrangement acceptable to the Administrative Agent; (v) The conditions to such Property Release set forth in Section 7.15(b) of the Existing Term Loan Agreement shall have been, or concurrently with the effectiveness of such Property Release hereunder will be, satisfied or waived in accordance with the terms of the Existing Term Loan Agreement; and (vi) The Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the foregoing conditions (both as of the date of such request and as of the date of such release) are true and correct with respect to such Property Release.

Borrower Requests for Property Releases. From time to time the Borrower may request that any Collateral Property be released from the Security DocumentsDocuments (a “Property Release”), and the Liens created thereby to the extent applicable to such Property and related Collateral, in connection with (ix) a Qualified Collateral Property Sale, (ii) a permanent reduction of the Commitments in accordance with Section 2.11 or a repayment of Term Loans in accordance with the terms of the Existing Term Loan Agreement, Sale or (iiiy) such Property being excluded from Collateral Property Eligibility under Section 7.15(c)) and the Administrative Agent having approved the release thereof in its sole discretion, in each case, which release (the “Property Release”) shall be subject to the satisfaction of the following conditions: (i) Upon giving effect to such Property Release, (A) the Net Collateral Property Availability Loan Parties shall be equal to or greater than $600,000,000 and in compliance with the covenant set forth in Section 9.1(c) (B) the remaining Collateral Property Availability shall not be less than the sum of (1) the aggregate Commitments, plus (2) the outstanding principal amount of Term Loans (in each case, recalculated on a pro forma basis giving effect to such Property Release and any reduction in Commitments and/or repayment of Term Loans occurring payment to be made in connection therewith, if applicable); (ii) No Default or Event of Default has occurred and is continuing (other than a Default or Event of Default solely with respect to the Collateral Property subject to such Property Release) or would occur as a result of such Property Release; (iii) All representations and warranties in In the Loan Documents are true and accurate in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) at the time case of each such Property Release and immediately after giving effect to such in connection with a Qualified Collateral Property ReleaseSale, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Administrative Agent shall have been true and correct received the Qualified Collateral Property Sale Prepayment Amount in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date)accordance with Section 2.8; (iv) Any prepayment If any Collateral Property to be made in accordance with Section 2.7(b)(iv) shall have been made or shall be made substantially concurrently with such Property Release released pursuant to an escrow arrangement acceptable to the Administrative Agent; (v) The conditions to such Property Release set forth in Section 7.15(bis subject to an agreement which restricts such Collateral Property from being owned, operated or encumbered independently from another Collateral Property, then (A) of the Existing Term Loan Agreement each such other Collateral Property shall have been, or be released concurrently with the effectiveness of such Property Release hereunder will be, satisfied pursuant to one or waived more Property Releases in accordance with the terms hereof such that, upon giving effect to such Property Release and any other Property Release occurring simultaneously therewith, none of the Existing Term Loan remaining Collateral Properties shall be in violation of such restrictions or (B) the Administrative Agent shall have received evidence in form and substance satisfactory to the Administrative Agent in its reasonable discretion that the applicable agreement has been amended or replaced (in accordance with this Agreement) such that applicable Collateral Properties may be owned, operated and/or encumbered separately and independently from each other; (v) With respect to the release of any Collateral Property that is dependent upon, assessed with or otherwise reliant on any other Collateral Property not then subject to release, to the extent required by the Administrative Agent, the Administrative Agent shall have received: (A) evidence reasonably satisfactory to the Administrative Agent that: (1) the Collateral Property subject to release and the Collateral Property which shall remain encumbered by a Mortgage immediately following such release (as used in this Section, the “Remaining Collateral Property”) are each separate legal parcels, lawfully created and described, in compliance with Applicable Laws, including, without limitation, applicable ordinances pertaining to zoning, subdivisions, parcel maps, condominiums or other land divisions; (2) that immediately following such release the Remaining Collateral Property complies with Applicable Law and has the benefit of all utilities, easements, public and/or private streets, covenants, conditions and restrictions as may be reasonably necessary for the continued operation thereof; (3) such release shall not materially adversely affect the use or operation of, or access to, the Remaining Collateral Property; (4) if applicable, the Borrower shall have caused to be executed and recorded in the applicable official records of the jurisdiction(s) in which the Collateral Property subject to release, the Remaining Collateral Property and any other applicable related property owned by the Borrower or its Affiliates are located, a declaration of covenants, conditions and restrictions and/or such other instruments and agreements related thereto as are necessary or desirable to satisfy the foregoing requirements, each in form and substance reasonably acceptable to the Administrative Agent; (5) any tax, bond or assessment which constitutes a Lien against both the Collateral Property subject to release and the Remaining Collateral Property has been proportionately allocated between such Properties, provided that separate tax parcels of real property shall not be a condition to release under this clause (5) so long as the Borrower is pursuing separate tax parcels of real property, and continues to pay or cause to be paid all taxes, charges and assessments related to the such Properties, and (B) at the Borrower’s sole cost, the Administrative Agent shall have received any title insurance endorsements reasonably required by the Administrative Agent in connection with the foregoing to the extent such endorsements are available in the applicable jurisdiction; and (vi) The Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the foregoing conditions (both as of the date of such request and as of the date of such release) are true and correct with respect to such Property Release. Without limiting the foregoing, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief operating officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (i) through (v) (together with supporting calculations attached hereto).

Borrower Requests for Property Releases. From time to time the Borrower may request that any Collateral Property be released from the Security Documents, and the Liens created thereby to the extent applicable to such Property and related Collateral, in connection with (i) a Qualified Collateral Property Sale, (ii) a permanent reduction of the Revolving Commitments in accordance with Section 2.11 or a repayment of Term Loans in accordance with the terms of the Existing Term Loan Agreement2.12, or (iii) such Property being excluded from Collateral Property Eligibility under Section 7.15(c), in each case, which release (the “Property Release”) shall be subject to the satisfaction of the following conditions: (i) Upon giving effect to such Property Release, (A) the Net Collateral Property Availability shall be equal to or greater than $600,000,000 650,000,000 and (B) the remaining Collateral Property Availability shall not be less than the sum of aggregate Revolving Commitments (1) the aggregate Commitments, plus (2) the outstanding principal amount of Term Loans (in each case, giving effect to any reduction in Revolving Commitments and/or repayment of Term Loans occurring in connection therewith, if applicable); (ii) No Default or Event of Default has occurred and is continuing (other than a Default or Event of Default solely with respect to the Collateral Property subject to such Property Release) or would occur as a result of such Property Release; (iii) All representations and warranties in the Loan Documents are true and accurate in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) at the time of such Property Release and immediately after giving effect to such Property Release, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (iv) Any prepayment to be made in accordance with Section 2.7(b)(iv2.8(b)(iii) shall have been made or shall be made substantially concurrently with such Property Release pursuant to an escrow arrangement acceptable to the Administrative Agent; (v) The conditions If any Collateral Property to be released pursuant to such Property Release set forth in Section 7.15(bis subject to an agreement which restricts such Collateral Property from being owned, operated or encumbered independently from another Collateral Property, then (A) of the Existing Term Loan Agreement each such other Collateral Property shall have been, or be released concurrently with the effectiveness of such Property Release hereunder will be, satisfied pursuant to one or waived more Property Releases in accordance with the terms hereof such that, upon giving effect to such Property Release and any other Property Release occurring simultaneously therewith, none of the Existing Term Loan remaining Collateral Properties shall be in violation of such restrictions or (B) the Administrative Agent shall have received evidence in form and substance satisfactory to the Administrative Agent in its reasonable discretion that the applicable agreement has been amended or replaced (in accordance with this Agreement) such that applicable Collateral Properties may be owned, operated and/or encumbered separately and independently from each other; and (vi) The Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the foregoing conditions (both as of the date of such request and as of the date of such release) are true and correct with respect to such Property Release.