Common use of Parcel Releases Clause in Contracts

Parcel Releases. From time to time the Borrower may request, upon not less than thirty (30) days prior written notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that any existing or future out-parcel, existing or future pad or portion of a Borrowing Base Property subdivided now or in the future from the remainder of the Borrower Base Property (a “Parcel”) (it being acknowledged that the Borrower and Guarantors shall have the right to subdivide portions of the Borrowing Base Properties to create additional Parcels in accordance with Section 8.23) be released from the Liens created by the Security Documents applicable thereto upon the disposition thereof on an arms’- length basis, which release (a “Parcel Release”) shall be effective upon the satisfaction of the following conditions: (i) the Administrative Agent shall have received (x) a certificate signed by a Responsible Officer of the Borrower, certifying as to the matters set forth in subsections (ii)-(xi) of this Section 4.2(b) that are applicable to such transaction and providing supporting documentation for the covenant compliance described in subsection (iv) of this Section 4.2(b), if applicable, (y) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, copies of the sale agreement, and (z) any other documents and instruments reasonably requested by the Administrative Agent in connection with such Parcel Release, each in form and substance reasonably satisfactory to the Administrative Agent; (ii) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, no Default or Event of Default shall exist or would exist immediately after giving effect to such Parcel Release, and with respect to any Parcel Release for a Parcel that is subject to an Existing Sale Agreement, no Event of Default shall exist or would exist immediately after giving effect to such Parcel Release; (iii) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, if such Parcel Release is for an Income Producing Parcel, the Borrower shall have received the prior written consent of the Requisite Lenders, in their sole and absolute discretion; (iv) the Borrower and the Guarantors shall be in compliance with the covenants contained in Section 9.1, on a pro forma basis both immediately prior to and after giving effect to such Parcel Release; (v) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such Parcel Release with the same force and effect as if made on and as of such date (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 on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents; (vi) with respect to a Parcel subject to an Existing Sale Agreement, the sale or transfer of such Parcel is made subject to, and in substantial compliance with, the corresponding Existing Sale Agreement, as amended in compliance with Section 8.18; (vii) following the consummation of the Parcel Release, the released Parcel shall not be (A) wholly owned by the Borrower or (B) owned by a wholly owned Affiliate of the Borrower; (viii) the Borrower shall deliver to the Administrative Agent evidence reasonably acceptable to Administrative Agent that, immediately after giving effect to the Parcel Release, the remaining portion of the Borrowing Base Property encumbered by the Lien of the Security Documents (the “Remaining Property”) complies in all material respects with all applicable zoning, land use and subdivision laws, statutes, ordinances, rules, regulations, or requirements of any Governmental Authority having jurisdiction over the Remaining Property, including, but not limited to, compliance with any applicable setback or parking requirements. (ix) if such endorsement(s) are available in the applicable state, the Borrower shall provide the Administrative Agent with one or more endorsements to its Lender’s Policy of Title Insurance with respect to such Borrowing Base Property in form and substance reasonably satisfactory to Administrative Agent which: (i) affirmatively evidences the continued validity of the Administrative Agent’s first Lien position created by the Mortgage through the date of recordation of the release of the Parcel; (ii) insures that the Lien created by the applicable Mortgage remains a valid first lien on the Remaining Property; (iii) insures that the Remaining Property complies with all applicable subdivision laws; and (iv) includes a separate tax parcel endorsement as to the Remaining Property; (x) the Borrower shall deliver to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that immediately after giving effect to the Parcel Release, the continued access, usage and operation of the Remaining Property will not be materially impaired by the Parcel Release; (xi) [intentionally omitted]; (xii) the Borrower shall have paid the costs of preparing and recording partial releases or reconveyances of the applicable Mortgage, UCC-3 partial releases or amendments, the Administrative Agent’s reasonable attorneys’ fees and costs, if applicable, any survey charges and costs, if applicable, all title premiums and costs, documentary stamps incurred in connection with the Parcel Release (if any), and all other reasonable costs, fees, and expenses incurred by the Administrative Agent in connection with the requested Parcel Release; and (xiii) the Borrower shall have made (or shall make substantially concurrently with the release of such Parcel) a principal prepayment of the Loans in the amount set forth in, and the manner required by, Section 4.2(c).

Parcel Releases. From time to time the Borrower may request, upon not less than thirty (30) days prior written notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that any existing or future out-parcel, existing or future pad or portion of a Borrowing Base Property subdivided now or in the future from the remainder of the Borrower Base Property (a “Parcel”) (it being acknowledged that the Borrower and Guarantors shall have the right to subdivide portions of the Borrowing Base Properties to create additional Parcels in accordance with Section 8.23) be released from the Liens created by the Security Documents applicable thereto upon the disposition thereof on an arms’- length arms’-length basis, which release (a “Parcel Release”) shall be effective upon the satisfaction of the following conditions: (i) the Administrative Agent shall have received (x) a certificate signed by a Responsible Officer of the Borrower, certifying as to the matters set forth in subsections (ii)-(xiii)–(xi) of this Section 4.2(b) that are applicable to such transaction and providing supporting documentation for the covenant compliance described in subsection (iv) of this Section 4.2(b), if applicable, (y) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, copies of the sale agreement, and (z) any other documents and instruments reasonably requested by the Administrative Agent in connection with such Parcel Release, each in form and substance reasonably satisfactory to the Administrative Agent; (ii) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, no Default or Event of Default shall exist or would exist immediately after giving effect to such Parcel Release, and with respect to any Parcel Release for a Parcel that is subject to an Existing Sale Agreement, no Event of Default shall exist or would exist immediately after giving effect to such Parcel Release; (iii) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, if such Parcel Release is for an Income Producing Parcel, the Borrower shall have received the prior written consent of the Requisite Lenders, in their sole and absolute discretion; (iv) the Borrower and the Guarantors shall be in compliance with the covenants contained in Section 9.1, on a pro forma basis both immediately prior to and after giving effect to such Parcel Release; (v) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such Parcel Release with the same force and effect as if made on and as of such date (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 on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents; (vi) with respect to a Parcel subject to an Existing Sale Agreement, the sale or transfer of such Parcel is made subject to, and in substantial compliance with, the corresponding Existing Sale Agreement, as amended in compliance with Section 8.18; (vii) following the consummation of the Parcel Release, the released Parcel shall not be (A) wholly owned by the Borrower or (B) owned by a wholly owned Affiliate of the Borrower; (viii) the Borrower shall deliver to the Administrative Agent evidence reasonably acceptable to Administrative Agent that, immediately after giving effect to the Parcel Release, the remaining portion of the Borrowing Base Property encumbered by the Lien of the Security Documents (the “Remaining Property”) complies in all material respects with all applicable zoning, land use and subdivision laws, statutes, ordinances, rules, regulations, or requirements of any Governmental Authority having jurisdiction over the Remaining Property, including, but not limited to, compliance with any applicable setback or parking requirements. (ix) if such endorsement(s) are available in the applicable state, the Borrower shall provide the Administrative Agent with one or more endorsements to its Lender’s Policy of Title Insurance with respect to such Borrowing Base Property in form and substance reasonably satisfactory to Administrative Agent which: (i) affirmatively evidences the continued validity of the Administrative Agent’s first Lien position created by the Mortgage through the date of recordation of the release of the Parcel; (ii) insures that the Lien created by the applicable Mortgage remains a valid first lien on the Remaining Property; (iii) insures that the Remaining Property complies with all applicable subdivision laws; and (iv) includes a separate tax parcel endorsement as to the Remaining Property; (x) the Borrower shall deliver to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that immediately after giving effect to the Parcel Release, the continued access, usage and operation of the Remaining Property will not be materially impaired by the Parcel Release; (xi) [intentionally omitted]; (xii) the Borrower shall have paid the costs of preparing and recording partial releases or reconveyances of the applicable Mortgage, UCC-3 partial releases or amendments, the Administrative Agent’s reasonable attorneys’ fees and costs, if applicable, any survey charges and costs, if applicable, all title premiums and costs, documentary stamps incurred in connection with the Parcel Release (if any), and all other reasonable costs, fees, and expenses incurred by the Administrative Agent in connection with the requested Parcel Release; and (xiii) the Borrower shall have made (or shall make substantially concurrently with the release of such Parcel) a principal prepayment of the Loans in the amount set forth in, and the manner required by, Section 4.2(c).

Parcel Releases. From time to time the Borrower may request, upon not less than thirty (30) days prior written notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that any existing or future out-parcel, existing or future pad or portion of a Borrowing Base Property subdivided now or in the future from the remainder of the Borrower Base Property (a “Parcel”) (it being acknowledged that the Borrower and Guarantors shall have the right to subdivide portions of the Borrowing Base Properties to create additional Parcels in accordance with Section 8.23) be released from the Liens created by the Security Documents applicable thereto upon the disposition thereof on an arms’- length arms’-length basis, which release (a “Parcel Release”) shall be effective upon the satisfaction of the following conditions: (i) the Administrative Agent shall have received (x) a certificate signed by a Responsible Officer of the Borrower, certifying as to the matters set forth in subsections (ii)-(xiii)–(xi) of this Section 4.2(b) that are applicable to such transaction and providing supporting documentation for the covenant compliance described in subsection (iv) of this Section 4.2(b), if applicable, (y) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, copies of the sale agreement, and (z) any other documents and instruments reasonably requested by the Administrative Agent in connection with such Parcel Release, each in form and substance reasonably satisfactory to the Administrative Agent; (ii) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, no Default or Event of Default shall exist or would exist immediately after giving effect to such Parcel Release, and with respect to any Parcel Release for a Parcel that is subject to an Existing Sale Agreement, no Event of Default shall exist or would exist immediately after giving effect to such Parcel Release; (iii) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, if such Parcel Release is for an Income Producing ParcelParcel and is occurring after the First Lien Termination Date, the Borrower shall have received the prior written consent of the Requisite Lenders, in their sole and absolute discretion; (iv) the Borrower and the Guarantors shall be in compliance with the covenants contained in Section 9.1, on a pro forma basis both immediately prior to and after giving effect to such Parcel Release; (v) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such Parcel Release with the same force and effect as if made on and as of such date (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 on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents; (vi) with respect to a Parcel subject to an Existing Sale Agreement, the sale or transfer of such Parcel is made subject to, and in substantial compliance with, the corresponding Existing Sale Agreement, as amended in compliance with Section 8.18; (vii) following the consummation of the Parcel Release, the released Parcel shall not be (A) wholly owned by the Borrower or (B) owned by a wholly owned Affiliate of the Borrower; (viii) the Borrower shall deliver to the Administrative Agent evidence reasonably acceptable to Administrative Agent that, immediately after giving effect to the Parcel Release, the remaining portion of the Borrowing Base Property encumbered by the Lien of the Security Documents (the “Remaining Property”) complies in all material respects with all applicable zoning, land use and subdivision laws, statutes, ordinances, rules, regulations, or requirements of any Governmental Authority having jurisdiction over the Remaining Property, including, but not limited to, compliance with any applicable setback or parking requirements. (ix) if such endorsement(s) are available in the applicable state, the Borrower shall provide the Administrative Agent with one or more endorsements to its Lender’s Policy of Title Insurance with respect to such Borrowing Base Property in form and substance reasonably satisfactory to Administrative Agent which: (i) affirmatively evidences the continued validity of the Administrative Agent’s first Lien position (subject only to Permitted Priority Liens) created by the Mortgage through the date of recordation of the release of the Parcel; (ii) insures that the Lien created by the applicable Mortgage remains a valid first lien Lien (subject to Permitted Priority Liens) on the Remaining Property; (iii) insures that the Remaining Property complies with all applicable subdivision laws; and (iv) includes a separate tax parcel endorsement as to the Remaining Property; (x) the Borrower shall deliver to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that immediately after giving effect to the Parcel Release, the continued access, usage and operation of the Remaining Property will not be materially impaired by the Parcel Release; (xi) [intentionally omitted]; (xii) the Borrower shall have paid the costs of preparing and recording partial releases or reconveyances of the applicable Mortgage, UCC-3 partial releases or amendments, the Administrative Agent’s reasonable attorneys’ fees and costs, if applicable, any survey charges and costs, if applicable, all title premiums and costs, documentary stamps incurred in connection with the Parcel Release (if any), and all other reasonable costs, fees, and expenses incurred by the Administrative Agent in connection with the requested Parcel Release; and (xiii) the Borrower shall have made (or shall make substantially concurrently with the release of such Parcel) (A) a principal prepayment of the First Lien Loans as required under the First Lien Credit Agreement, and (B) from and after the First Lien Termination Date, a principal prepayment of the Loans in the amount set forth in, and the manner required by, Section 4.2(c).

Parcel Releases. From time to time the Borrower may request, upon not less than thirty (30) days prior written notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that any existing or future out-parcel, existing or future pad or portion of a Borrowing Base Property subdivided now or in the future from the remainder of the Borrower Base Property (a “Parcel”) (it being acknowledged that the Borrower and Guarantors shall have the right to subdivide portions of the Borrowing Base Properties to create additional Parcels in accordance with Section 8.23) be released from the Liens created by the Security Documents applicable thereto upon the disposition thereof on an arms’- length basis, which release (a “Parcel Release”) shall be effective upon the satisfaction of the following conditions: (i) the Administrative Agent shall have received (x) a certificate signed by a Responsible Officer of the Borrower, certifying as to the matters set forth in subsections (ii)-(xi) of this Section 4.2(b) that are applicable to such transaction and providing supporting documentation for the covenant compliance described in subsection (iv) of this Section 4.2(b), if applicable, (y) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, copies of the sale agreement, and (z) any other documents and instruments reasonably requested by the Administrative Agent in connection with such Parcel Release, each in form and substance reasonably satisfactory to the Administrative Agent; (ii) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, no Default or Event of Default shall exist or would exist immediately after giving effect to such Parcel Release, and with respect to any Parcel Release for a Parcel that is subject to an Existing Sale Agreement, no Event of Default shall exist or would exist immediately after giving effect to such Parcel Release; (iii) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, if such Parcel Release is for an Income Producing ParcelParcel and is occurring after the First Lien Termination Date, the Borrower shall have received the prior written consent of the Requisite Lenders, in their sole and absolute discretion; (iv) the Borrower and the Guarantors shall be in compliance with the covenants contained in Section 9.1, on a pro forma basis both immediately prior to and after giving effect to such Parcel Release; (v) with respect to any Parcel Release for a Parcel that is not subject to an Existing Sale Agreement, the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such Parcel Release with the same force and effect as if made on and as of such date (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 on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents; (vi) with respect to a Parcel subject to an Existing Sale Agreement, the sale or transfer of such Parcel is made subject to, and in substantial compliance with, the corresponding Existing Sale Agreement, as amended in compliance with Section 8.18; (vii) following the consummation of the Parcel Release, the released Parcel shall not be (A) wholly owned by the Borrower or (B) owned by a wholly owned Affiliate of the Borrower; (viii) the Borrower shall deliver to the Administrative Agent evidence reasonably acceptable to Administrative Agent that, immediately after giving effect to the Parcel Release, the remaining portion of the Borrowing Base Property encumbered by the Lien of the Security Documents (the “Remaining Property”) complies in all material respects with all applicable zoning, land use and subdivision laws, statutes, ordinances, rules, regulations, or requirements of any Governmental Authority having jurisdiction over the Remaining Property, including, but not limited to, compliance with any applicable setback or parking requirements. (ix) if such endorsement(s) are available in the applicable state, the Borrower shall provide the Administrative Agent with one or more endorsements to its Lender’s Policy of Title Insurance with respect to such Borrowing Base Property in form and substance reasonably satisfactory to Administrative Agent which: (i) affirmatively evidences the continued validity of the Administrative Agent’s first Lien position (subject only to Permitted Priority Liens) created by the Mortgage through the date of recordation of the release of the Parcel; (ii) insures that the Lien created by the applicable Mortgage remains a valid first lien Lien (subject to Permitted Priority Liens) on the Remaining Property; (iii) insures that the Remaining Property complies with all applicable subdivision laws; and (iv) includes a separate tax parcel endorsement as to the Remaining Property; (x) the Borrower shall deliver to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that immediately after giving effect to the Parcel Release, the continued access, usage and operation of the Remaining Property will not be materially impaired by the Parcel Release; (xi) [intentionally omitted]; (xii) the Borrower shall have paid the costs of preparing and recording partial releases or reconveyances of the applicable Mortgage, UCC-3 partial releases or amendments, the Administrative Agent’s reasonable attorneys’ fees and costs, if applicable, any survey charges and costs, if applicable, all title premiums and costs, documentary stamps incurred in connection with the Parcel Release (if any), and all other reasonable costs, fees, and expenses incurred by the Administrative Agent in connection with the requested Parcel Release; and and (xiii) the Borrower shall have made (or shall make substantially concurrently with the release of such Parcel) (A) a principal prepayment of the First Lien Loans as required under the First Lien Credit Agreement, and (B) from and after the First Lien Termination Date, a principal prepayment of the Loans in the amount set forth in, and the manner required by, Section 4.2(c).