Common use of Release of Borrowing Base Assets Clause in Contracts

Release of Borrowing Base Assets. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4 other than an Event of Default that would be cured by effectuating such release as provided in §12.2(b)), the Agent shall release a Borrowing Base Asset from the lien or security title of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the following terms and conditions: (a) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than ten (10) days prior to the date on which such release is to be effected; (b) the Borrower shall submit to the Agent with such request a Compliance Certificate and Borrowing Base Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, if applicable, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth in §§3.2 or 9.1 shall occur without regard to any cure or grace period (it being understood that a paydown may not be necessary if the aforesaid covenants are not violated following such release); and (f) without limiting or affecting any other provision hereof, any release of a Borrowing Base Asset will not cause the Borrower to be in violation of the restrictions set forth in the definition of Borrowing Base Availability or the covenants set forth in this Agreement. Notwithstanding the foregoing, in the event that any Borrowing Base Property is to be released from a Mortgage, Agent may condition such release upon (x) the increase of the coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the Obligations.

Release of Borrowing Base Assets. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4 5.4) (other than an a Default or Event of Default that would be cured by effectuating such release as provided in §12.2(b)), the Agent shall release a Borrowing Base Asset from the lien or security title of the Security Documents encumbering the same (and if such Borrowing Base Asset is a Borrowing Base Property, such release shall include the Equity Interests in the applicable Subsidiary Guarantor) upon the request of the Borrower in connection with a sale or other permanent disposition or refinancing of such Borrowing Base Asset subject to and upon the following terms and conditions: (a) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than ten (10) days prior to the date on which such release is to be effected; (b) the Borrower shall submit to the Agent with such request a Compliance Certificate and Borrowing Base Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, if applicable, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth in §§3.2 or 9.1 shall occur without regard to any cure or grace period (it being understood that a paydown may not be necessary if the aforesaid covenants are not violated following such release); andoccur; (f) without limiting or affecting any other provision hereof, any release of a Borrowing Base Asset will not cause the Borrower to be in violation of the restrictions set forth in the definition of Borrowing Base Availability or the covenants set forth in this Agreement. Notwithstanding ; and (g) unless and until the foregoingIPO Conditions Satisfaction Date has occurred as provided in this Agreement, the Agent and the Required Lenders shall have consented to the release of such Borrowing Base Asset from the Collateral, which consent may be withheld in the event that any Borrowing Base Property is to be released from a Mortgage, Agent may condition such release upon (x) the increase of the coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, Agent’s and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes Required Lender’s sole and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the Obligationsabsolute discretion.

Release of Borrowing Base Assets. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4 other than an Event of Default that would be cured by effectuating such release as provided in §12.2(b)5.4), the Agent shall release a Mortgaged Property or Borrowing Base Asset Loan from the lien or security title of the Security Documents encumbering the same upon the request of the Borrower in connection with a sale or other permanent disposition or refinancing of such Borrowing Base Asset or pursuant to §12.2(b) subject to and upon the following terms and conditions: (a) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than ten five (105) days prior to the date on which such release is to be effected; (b) the Borrower shall submit to the Agent with such request a Compliance Certificate and Borrowing Base Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, if applicable, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth in §§3.2 3.2, 7.20, 9.1 or 9.1 9.8 shall occur without regard to any cure or grace period (it being understood that a paydown may not be necessary if the aforesaid covenants are not violated following such release)occur; and (f) without limiting or affecting any other provision hereof, any release of a Borrowing Base Asset will not cause the Borrower to be in violation of the restrictions set forth in the definition of Borrowing Base Availability or the covenants set forth in this Agreement. Notwithstanding the foregoing, in the event that any Borrowing Base Property is to be released from a Mortgage, Agent may condition such release upon (x) the increase of the coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the Obligations.

Release of Borrowing Base Assets. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4 other than an Event of Default that would be cured by effectuating such release as provided in §12.2(b)5.4), the Agent shall release a Borrowing Base Asset (and, if such Borrowing Base Asset is owned by a Subsidiary Guarantor and the only Eligible Real Estate of such Subsidiary Guarantor is such Borrowing Base Asset, the guaranty of such Subsidiary Guarantor) from the lien or security title of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the following terms and conditions: (a) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than ten five (105) days Business Days prior to the date on which such release is to be effected; (b) the Borrower shall submit to the Agent with such request a Compliance Certificate and Borrowing Base Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, if applicable, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the greater of (i) the amount necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth in §§3.2 3.2, 7.20 or 9.1 shall occur without regard and (ii) the allocated loan amount relating to any cure or grace period (it being understood that a paydown may not be necessary if the aforesaid covenants are not violated following such release)Borrowing Base Asset; and (f) without limiting or affecting any other provision hereof, any release of a Borrowing Base Asset (or a guaranty) as provided in this §5.4 will not cause the Borrower to be in violation of the restrictions set forth in the definition of Borrowing Base Availability or the covenants set forth in this Agreement. Notwithstanding the foregoing, in the event that any Borrowing Base Property is to be released from a Mortgage, Agent may condition such release upon (x) the increase of the coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the Obligations.

Release of Borrowing Base Assets. Provided (a) The Loan Parties may obtain releases of any Subsidiary Loan Party and Borrowing Base Assets from the Liens and security interests of the Administrative Agent hereunder and under the Collateral Documents relating thereto and all Obligations hereunder and under the Collateral Documents through satisfaction of each of the following conditions: (i) the Borrower shall deliver to the Administrative Agent, not less than five (5) Business Days (or such shorter period as is agreed to by the Administrative Agent in its sole discretion) prior to the date of such requested release a written request for release of the applicable Loan Party or Borrowing Base Asset; (ii) the Borrower shall deliver, together with such request for release, a Compliance Certificate showing that on the date of such release and after giving effect to such release and any corresponding payment of the Loans, (A) the Loan Parties will be in compliance with the Financial Covenants; and (B) the aggregate Revolving Credit Exposures of all Lenders shall not exceed the lesser of (I) the Aggregate Revolving Commitment Amount and (II) the Borrowing Base Amount minus the outstanding principal amount of the Term Loans; (iii) a Responsible Officer of the Borrower shall certify in writing to the Administrative Agent that no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4 other than an Event applicable release, any payment of Default the Loans that would will be cured by effectuating made on or prior to the date of such release as provided in §12.2(b)), the Agent shall release a and any addition of any Borrowing Base Asset from to occur on or prior to the lien or security title date of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the following terms and conditions:such release; and (aiv) the Borrower Administrative Agent shall deliver have received evidence, acceptable to it in its reasonable discretion that the matters set forth in such request, Compliance Certificate and certification are true and correct in all material respects. To the extent all such conditions to release are satisfied, (A) the Administrative Agent written notice of its desire will release any Lien granted to obtain it or held by it upon such release no later than Borrowing Base Assets and any other assets or property held by such Loan Party, as applicable, and, (B) at the Loan Parties’ expense, the Administrative Agent shall promptly deliver, as soon as reasonably practical and, in any event, within ten (10) days prior Business Days of the request by any Loan Party made on or after the date such conditions to release are satisfied, to the date on which applicable Loan Party, such documentation as such Loan Party reasonably requests to evidence the release is to of the Administrative Agent’s Lien and security interest, if any, in the released Borrowing Base Asset(s) and any other property owned by released Loan Party, if applicable, and/or the release of such Loan Party, as the case may be effected;from the Obligations. (b) Whenever the Borrower Administrative Agent on behalf of the Lenders is required to (or is authorized by the Required Lenders to) provide a release of a Loan Party or Borrowing Base Asset (including a termination of a security interest) under this Agreement, the Administrative Agent shall submit release such Lien and provide such release promptly and, to the Agent with extent the release of such request a Compliance Certificate and Loan Party or Borrowing Base Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent Asset is being requested in connection with any Disposition permitted under this Agreement, provided the Administrative Agent has received at least ten (10) Business Days prior written notice of the requirements for such release, including without limitation, reasonable attorney’s fees; (e) the Borrower Administrative Agent shall pay to the Agent for the account of the Lenders a release price, if applicable, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount deliver such documentation necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth in §§3.2 or 9.1 shall occur without regard to any cure or grace period (it being understood that a paydown may not be necessary if the aforesaid covenants are not violated following such release); and (f) without limiting or affecting any other provision hereof, any release of a Borrowing Base Asset will not cause the Borrower to be in violation of the restrictions set forth in the definition of Borrowing Base Availability or the covenants set forth in this Agreement. Notwithstanding the foregoing, in the event that any Borrowing Base Property is to be released from a Mortgage, Agent may condition evidence and effectuate such release upon (x) substantially concurrently with the increase of the coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result closing of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the ObligationsDisposition.

Release of Borrowing Base Assets. Provided no From time to time the Borrower may request, upon not less than fifteen (15) days prior written notice to the Administrative Agent or such shorter period as may be acceptable to the Administrative Agent, that any Borrowing Base Asset be released from the Liens created by the Security Documents applicable thereto, which release (the “Property Release”) shall be effected by the Administrative Agent if the Administrative Agent determines all of the following conditions are satisfied as of the date of such Property Release: (a) No Default or Event of Default shall have occurred hereunder and be continuing (exists or would will exist immediately after giving effect to such Property Release and the transactions contemplated by this §5.4 other than an Event of Default that would be cured by effectuating such release as provided reduction in §12.2(b)), the Agent shall release a Borrowing Base Asset from the lien or security title by reason of the Security Documents encumbering the same upon the request release of the Borrower subject to and upon the following terms and conditions: (a) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than ten (10) days prior to the date on which such release is to be effectedBorrowing Base Asset; (b) the The Borrower shall submit have delivered to the Administrative Agent with such request a Compliance Certificate and Borrowing Base Certificate prepared using demonstrating on a pro forma basis, and the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Administrative Agent shall be in form and substance reasonably satisfactory have determined to the Agent; (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, if applicable, which payment shall be applied to reduce its satisfaction that the outstanding principal balance of the Loans as provided in §3.4Loans, in an amount equal will not exceed the Borrowing Base after giving effect to such request and any prepayment to be made and/or the acceptance of any additional or replacement Borrowing Base Asset to be given concurrently with such request; (c) The Borrower shall have delivered to the amount necessary Administrative Agent a Compliance Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to reduce its satisfaction that the outstanding principal balance Borrower shall be in compliance with all financial covenants after giving effect to the Borrowing Base Asset to be released. (d) After release of such Borrowing Base Asset the Loans so that Collateral shall secured by no violation less than five (5) different assets or pools of the covenants set forth in §§3.2 or 9.1 shall occur without regard to any cure or grace period (it being understood that a paydown may not be necessary if the aforesaid covenants are not violated following such release)assets; and (fe) without limiting or affecting any other provision hereof, any release of a Borrowing Base Asset will not cause The Borrower shall have delivered to the Borrower to be Administrative Agent all documents and instruments reasonably requested by the Administrative Agent in violation of the restrictions set forth in the definition of Borrowing Base Availability or the covenants connection with such Property Release. Except as set forth in this Agreement. Notwithstanding the foregoingSection 4.2, in the event that any no Borrowing Base Property is to Asset shall be released from a Mortgage, Agent may condition such release upon (x) the increase of Liens created by the coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the ObligationsSecurity Documents applicable thereto.

Release of Borrowing Base Assets. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4 other than an Event of Default that would be cured by effectuating such release as provided in §12.2(b)5.4), the Agent shall release a Borrowing Base Asset (and, if such Borrowing Base Asset is owned by a Subsidiary Guarantor and the only Eligible Real Estate of such Subsidiary Guarantor is such Borrowing Base Asset, the guaranty of such Subsidiary Guarantor) from the lien or security title of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the following terms and conditions: (a) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than ten five (105) days Business Days prior to the date on which such release is to be effected; (b) the Borrower shall submit to the Agent with such request a Compliance Certificate and Borrowing Base Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, if applicable, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth in §§3.2 3.2, 7.20 or 9.1 shall occur without regard to any cure or grace period (it being understood that a paydown may not be necessary if the aforesaid covenants are not violated following such release)occur; and (f) without limiting or affecting any other provision hereof, any release of a Borrowing Base Asset (or a guaranty) as provided in this §5.4 will not cause the Borrower to be in violation of the restrictions set forth in the definition of Borrowing Base Availability or the covenants set forth in this Agreement. Notwithstanding the foregoing, in the event that any Borrowing Base Property is to be released from a Mortgage, Agent may condition such release upon (x) the increase of the coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the Obligations.

Release of Borrowing Base Assets. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4 other than an Event of Default that would be cured by effectuating such release as provided in §12.2(b)), the Agent shall release a Borrowing Base Asset from the lien or security title of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the following terms and conditions: (a) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than ten (10) days prior to the date on which such release is to be effected; (b) the Borrower shall submit to the Agent with such request a Compliance Certificate and Borrowing Base Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, if applicable, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth in §§3.2 or 9.1 shall occur without regard to any cure or grace period (it being understood that a paydown may not be necessary if the aforesaid covenants are not violated following such release); and; (f) without limiting or affecting any other provision hereof, any release of a Borrowing Base Asset will not cause the Borrower to be in violation of the restrictions set forth in the definition of Borrowing Base Availability or the covenants set forth in this Agreement; and (g) The Agent and the Required Lenders shall have approved such release in writing in their sole and absolute discretion. The Agent and the Required Lenders shall have ten (10) Business Days following receipt of the items required under §5.4(a) and (b) to grant or deny approval for such requested release. If a Lender fails to respond to Agent within such ten (10) Business Day period, such Lender shall be deemed to have disapproved such requested release. Notwithstanding the foregoing, in the event that any Borrowing Base Property is to be released from a Mortgage, Agent may condition such release upon (x) the increase of the coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the Obligations.

Release of Borrowing Base Assets. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.4 other than an Event of Default that would be cured by effectuating such release as provided in §12.2(b)5.4), the Agent shall release a Borrowing Base Asset (and, if such Borrowing Base Asset is owned by a Subsidiary Guarantor and the only Eligible Real Estate of such Subsidiary Guarantor is such Borrowing Base Asset, the guaranty of such Subsidiary Guarantor) from the lien or security title of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the following terms and conditions: (a) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than ten five (105) days Business Days prior to the date on which such release is to be effected; (b) the Borrower shall submit to the Agent with such request a Compliance Certificate and Borrowing Base Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such release; (c) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such release, including without limitation, reasonable attorney’s fees; (e) the Borrower shall pay to the Agent for the account of the Lenders a release price, if applicable, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in §3.4, in an amount equal to the amount necessary to reduce the outstanding principal balance of the Loans so that no violation of the covenants set forth in §3.2, §3.2 7.20 or §9.1 shall occur without regard to any cure or grace period (it being understood that a paydown may not be necessary if the aforesaid covenants are not violated following such release)occur; and (f) without limiting or affecting any other provision hereof, any release of a Borrowing Base Asset (or a guaranty) as provided in this §5.4 will not cause the Borrower to be in violation of the restrictions set forth in the definition of Borrowing Base Availability or the covenants set forth in this Agreement. Notwithstanding the foregoing, in the event that any Borrowing Base Property is to be released from a Mortgage, Agent may condition such release upon (x) the increase of the coverages under the Title Policies for the remaining Borrowing Base Properties subject to Mortgages to 110% of the Borrowing Base Availability attributed to such remaining Borrowing Base Properties, and (y) the Borrower paying to the Agent or the Person entitled thereto any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which the Agent reasonably determines to be payable with respect to the remaining Borrowing Base Properties subject to Mortgages as a result of such release to any state or any county or municipality thereof in which any of the Borrowing Base Properties subject to a Mortgage is located, and the Borrower delivering to the Agent such affidavits or other information which the Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on the Borrowing Base Properties located in such state secure the Borrower’s obligation with respect to the Obligations.