Common use of Release of Borrowing Base Properties; Release of Out-Parcels Clause in Contracts

Release of Borrowing Base Properties; Release of Out-Parcels. (a) Property Releases. From time to time the Borrower may request, upon not less than thirty (30) days prior written notice (or, with respect to the Woodland Anchor Parcel, fifteen (15) days prior written notice) to the Administrative Agent (or, in any case, such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that any Borrowing Base Property be released from the Liens created by the Security Documents applicable thereto upon the disposition thereof on an arms’-length basis (or, solely in the case of the Woodland Anchor Parcel (and related intellectual property and personal property), concurrently with the closing of the Woodland Mall Secured Loan Modification), which release (a “Property 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)-(viii) of this Section 4.2.(a) that are applicable to such transaction and providing supporting documentation for the covenant compliance described in subsection (v) of this Section 4.2(a), if applicable, (y) with respect to any Property Release for a Borrowing Base Property that is not subject to an Existing Sale Agreement, copies of the sale agreement and (z) other closing documents and instruments reasonably requested by the Administrative Agent in connection with such Property Release, each in form and substance reasonably satisfactory to the Administrative Agent; (ii) with respect to any Property Release for a Borrowing Base Property which 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 Property Release, and with respect to any Property Release for a Borrowing Base Property that is subject to an Existing Sale Agreement, no Event of Default shall exist or would exist immediately after giving effect to such Property Release; (iii) with respect to any Property Release for a Borrowing Base Property which is subject to an Existing Sale Agreement, the sale or transfer of such Borrowing Base Property is made subject to, and in substantial compliance with, the corresponding Existing Sale Agreement, as such Existing Sale Agreement may be amended in compliance with Section 8.18; (iv) if such Property Release is for a Required Borrowing Base Property, the Borrower shall have received the prior written consent of the Super Majority Lenders, in their sole and absolute discretion; (v) 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 Property Release; (vi) with respect to any Property Release for a Borrowing Base Property which 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 Property 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; (vii) the Closing Date Appraised Values of the Borrowing Base Properties, after adjustment to reflect the Property Release and the prepayment of the Loans pursuant to clause (ix) below, shall be equal to or greater than the Revolving Commitment and the aggregate principal amount of the outstanding Term Loans; (viii) the Borrower shall have paid the costs of preparing and recording the releases or reconveyances of the Mortgages, UCC-3 terminations, the Administrative Agent’s reasonable attorneys’ fees and costs, any survey charges and costs, all title premiums and costs, documentary stamps incurred in connection with the release or conveyance of the Mortgage (if any), and all other reasonable costs, fees, and expenses incurred by the Administrative Agent in connection with the requested release or reconveyance of the Mortgage; and (ix) the Borrower shall have made (or shall make substantially concurrently with the release of such Property) a principal prepayment of the Loans in the amount set forth in, and the manner required by, Section 4.2(c).

Release of Borrowing Base Properties; Release of Out-Parcels. (a) Property Releases. From time to time the Borrower may request, upon not less than thirty (30) days prior written notice (or, with respect to the Woodland Anchor Parcel, fifteen (15) days prior written notice) to the Administrative Agent (or, in any case, such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that any Borrowing Base Property be released from the Liens created by the Security Documents applicable thereto upon the disposition thereof on an arms’-length basis (or, solely in the case of the Woodland Anchor Parcel (and related intellectual property and personal property), concurrently with the closing of the Woodland Mall Secured Loan Modification), which release (a “Property 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)-(viiiii)–(viii) of this Section 4.2.(a) that are applicable to such transaction and providing supporting documentation for the covenant compliance described in subsection (v) of this Section 4.2(a), if applicable, (y) with respect to any Property Release for a Borrowing Base Property that is not subject to an Existing Sale Agreement, copies of the sale agreement and (z) other closing documents and instruments reasonably requested by the Administrative Agent in connection with such Property Release, each in form and substance reasonably satisfactory to the Administrative Agent; (ii) with respect to any Property Release for a Borrowing Base Property which 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 Property Release, and with respect to any Property Release for a Borrowing Base Property that is subject to an Existing Sale Agreement, no Event of Default shall exist or would exist immediately after giving effect to such Property Release; (iii) with respect to any Property Release for a Borrowing Base Property which is subject to an Existing Sale Agreement, the sale or transfer of such Borrowing Base Property is made subject to, and in substantial compliance with, the corresponding Existing Sale Agreement, as such Existing Sale Agreement may be amended in compliance with Section 8.18; (iv) if such Property Release is for a Required Borrowing Base PropertyProperty occurring after the First Lien Termination Date, the Borrower shall have received the prior written consent of the Super Majority Lenders, in their sole and absolute discretion; (v) 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 Property Release; (vi) with respect to any Property Release for a Borrowing Base Property which 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 Property 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; (vii) the Closing Date Appraised Values of the Borrowing Base Properties, after adjustment to reflect the Property Release and the prepayment of the Loans pursuant to clause (ix) below, shall be equal to or greater than the Revolving Commitment and the aggregate principal amount of the outstanding Term Loans[intentionally omitted]; (viii) the Borrower shall have paid the costs of preparing and recording the releases or reconveyances of the Mortgages, UCC-3 terminations, the Administrative Agent’s reasonable attorneys’ fees and costs, any survey charges and costs, all title premiums and costs, documentary stamps incurred in connection with the release or conveyance of the Mortgage (if any), and all other reasonable costs, fees, and expenses incurred by the Administrative Agent in connection with the requested release or reconveyance of the Mortgage; and (ix) the Borrower shall have made (or shall make substantially concurrently with the release of such Property) (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).

Release of Borrowing Base Properties; Release of Out-Parcels. (a) Property Releases. From time to time the Borrower may request, upon not less than thirty (30) days prior written notice (or, with respect to the Woodland Anchor Parcel, fifteen (15) days prior written notice) to the Administrative Agent (or, in any case, such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that any Borrowing Base Property be released from the Liens created by the Security Documents applicable thereto upon the disposition thereof on an arms’-length basis (or, solely in the case of the Woodland Anchor Parcel (and related intellectual property and personal property), concurrently with the closing of the Woodland Mall Secured Loan Modification), which release (a “Property 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)-(viii) of this Section 4.2.(a) that are applicable to such transaction and providing supporting documentation for the covenant compliance described in subsection (v) of this Section 4.2(a), if applicable, (y) with respect to any Property Release for a Borrowing Base Property that is not subject to an Existing Sale Agreement, copies of the sale agreement and (z) other closing documents and instruments reasonably requested by the Administrative Agent in connection with such Property Release, each in form and substance reasonably satisfactory to the Administrative Agent; (ii) with respect to any Property Release for a Borrowing Base Property which 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 Property Release, and with respect to any Property Release for a Borrowing Base Property that is subject to an Existing Sale Agreement, no Event of Default shall exist or would exist immediately after giving effect to such Property Release; (iii) with respect to any Property Release for a Borrowing Base Property which is subject to an Existing Sale Agreement, the sale or transfer of such Borrowing Base Property is made subject to, and in substantial compliance with, the corresponding Existing Sale Agreement, as such Existing Sale Agreement may be amended in compliance with Section 8.18; (iv) if such Property Release is for a Required Borrowing Base PropertyProperty occurring after the First Lien Termination Date, the Borrower shall have received the prior written consent of the Super Majority Lenders, in their sole and absolute discretion; (v) 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 Property Release; (vi) with respect to any Property Release for a Borrowing Base Property which 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 Property 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; (vii) the Closing Date Appraised Values of the Borrowing Base Properties, after adjustment to reflect the Property Release and the prepayment of the Loans pursuant to clause (ix) below, shall be equal to or greater than the Revolving Commitment and the aggregate principal amount of the outstanding Term Loans[intentionally omitted]; (viii) the Borrower shall have paid the costs of preparing and recording the releases or reconveyances of the Mortgages, UCC-3 terminations, the Administrative Agent’s reasonable attorneys’ fees and costs, any survey charges and costs, all title premiums and costs, documentary stamps incurred in connection with the release or conveyance of the Mortgage (if any), and all other reasonable costs, fees, and expenses incurred by the Administrative Agent in connection with the requested release or reconveyance of the Mortgage; and and (ix) the Borrower shall have made (or shall make substantially concurrently with the release of such Property) (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).

Release of Borrowing Base Properties; Release of Out-Parcels. (a) Property Releases. From time to time the Borrower may request, upon not less than thirty (30) days prior written notice (or, with respect to the Woodland Anchor Parcel, fifteen (15) days prior written notice) to the Administrative Agent (or, in any case, such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that any Borrowing Base Property be released from the Liens created by the Security Documents applicable thereto upon the disposition thereof on an arms’-length basis (or, solely in the case of the Woodland Anchor Parcel (and related intellectual property and personal property), concurrently with the closing of the Woodland Mall Secured Loan Modification), which release (a “Property 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)-(viiiii)–(viii) of this Section 4.2.(a) that are applicable to such transaction and providing supporting documentation for the covenant compliance described in subsection (v) of this Section 4.2(a), if applicable, (y) with respect to any Property Release for a Borrowing Base Property that is not subject to an Existing Sale Agreement, copies of the sale agreement and (z) other closing documents and instruments reasonably requested by the Administrative Agent in connection with such Property Release, each in form and substance reasonably satisfactory to the Administrative Agent; (ii) with respect to any Property Release for a Borrowing Base Property which 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 Property Release, and with respect to any Property Release for a Borrowing Base Property that is subject to an Existing Sale Agreement, no Event of Default shall exist or would exist immediately after giving effect to such Property Release; (iii) with respect to any Property Release for a Borrowing Base Property which is subject to an Existing Sale Agreement, the sale or transfer of such Borrowing Base Property is made subject to, and in substantial compliance with, the corresponding Existing Sale Agreement, as such Existing Sale Agreement may be amended in compliance with Section 8.18; (iv) if such Property Release is for a Required Borrowing Base Property, the Borrower shall have received the prior written consent of the Super Majority Lenders, in their sole and absolute discretion; (v) 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 Property Release; (vi) with respect to any Property Release for a Borrowing Base Property which 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 Property 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; (vii) the Closing Date Appraised Values of the Borrowing Base Properties, after adjustment to reflect the Property Release and the prepayment of the Loans pursuant to clause (ix) below, shall be equal to or greater than the Revolving Commitment and the aggregate principal amount of the outstanding Term Loans; (viii) the Borrower shall have paid the costs of preparing and recording the releases or reconveyances of the Mortgages, UCC-3 terminations, the Administrative Agent’s reasonable attorneys’ fees and costs, any survey charges and costs, all title premiums and costs, documentary stamps incurred in connection with the release or conveyance of the Mortgage (if any), and all other reasonable costs, fees, and expenses incurred by the Administrative Agent in connection with the requested release or reconveyance of the Mortgage; and (ix) the Borrower shall have made (or shall make substantially concurrently with the release of such Property) a principal prepayment of the Loans in the amount set forth in, and the manner required by, Section 4.2(c).