Common use of Release of Borrowing Base Property Clause in Contracts

Release of Borrowing Base Property. The Borrower shall provide the Administrative Agent with no less than five (5) Business Days written notice of any proposed sale, refinancing or other permanent disposition of any Borrowing Base Property, and in connection therewith, Administrative Agent shall release such Borrowing Base Property from the Borrowing Base and any and all Liens in the Equity Interests of the applicable Property Owner or individually related to such Property Owner granted pursuant to the Security Documents and, where appropriate, release such Property Owner from the Subsidiary Guaranty; provided that no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such Borrowing Base Property from the Borrowing Base) and the Release Condition shall be satisfied; provided, further, that Administrative Agent shall have no obligation to release any such Liens or obligations without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that Parent and Borrower are in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base and the various financial covenants set forth herein, in each case as of the date of such release and after giving effect to any such release. In addition, to the extent the Administrative Agent has received a Subsidiary Guaranty and/or Equity Interest collateral with respect to any Company or Property which does not own, directly or indirectly, a Borrowing Base Property, provided no Default is then in existence, the Administrative Agent will release such Subsidiary Guaranty and/or Equity Interest collateral upon the request of the Borrower in connection with any sale or financing not prohibited under this Agreement or the creation of any joint venture Investment not prohibited hereunder.

Release of Borrowing Base Property. The Borrower shall provide the Administrative Agent with no less than five (5) Business Days written notice of any proposed sale, refinancing or other permanent disposition of any Borrowing Base Property, and in connection therewith, Administrative Agent shall release such Borrowing Base Property from the Borrowing Base and any and all Liens in the Equity Interests of the applicable Property Owner or individually related to such Property Owner granted pursuant to the Security Documents and, where appropriate, release such Property Owner from the Subsidiary Guaranty; provided that no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such Borrowing Base Property from the Borrowing Base) and the Release Condition shall be satisfied; provided, further, that Administrative Agent shall have no obligation to release any such Liens or obligations without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that Parent and Borrower are in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base and the various financial covenants set forth herein, in each case as of the date of such release and after giving effect to any such release. In addition, to the extent the Administrative Agent has received a Subsidiary Guaranty and/or Equity Interest collateral with respect to any Company or Property which does not own, directly or indirectly, a Borrowing Base Property, provided no Default is then in existence, the Administrative Agent will release such Subsidiary Guaranty and/or Equity Interest collateral upon the request of the Borrower in connection with any sale or financing not prohibited under this Agreement or the creation of any joint venture Investment not prohibited hereunder.

Release of Borrowing Base Property. The Borrower shall provide the Upon ten (10) days’ (or such shorter period as Administrative Agent with no less than five (5shall agree) Business Days prior written notice request of any proposed sale, refinancing or other permanent disposition of any Borrowing Base Property, and in connection therewithBorrower, Administrative Agent shall release such a Borrowing Base Property from the Borrowing Base and any and all Liens in the Equity Interests of the applicable Property Owner or individually related to such Property Owner granted pursuant to the Security Documents and, where appropriate, release such Property Owner from the Subsidiary GuarantyBase; provided that (a) no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such Borrowing Base Property from the Borrowing Base), (b) after giving effect thereto, there are at least twenty-five (25) Borrowing Base Properties, unless Required Lenders approve a lesser amount, (c) such removal of a Borrowing Base Property from the Borrowing Base (i) would not result in a mandatory prepayment becoming due or (ii) would result in a mandatory prepayment becoming due and Borrower has made such mandatory prepayment prior to such removal of such Borrowing Base Property from the Release Condition Borrowing Base, and (d) all representations and warranties of Borrower and each other Loan Party contained in Article VII or any other Loan Document shall be satisfiedtrue and correct in all material respects (without duplication of any materiality qualifiers therein) after giving effect to such requested release, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date; provided, further, that Administrative Agent shall have no obligation to release any such Liens or obligations Property without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that Parent and Borrower are the Consolidated Group is in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base and the various financial covenants set forth hereinBase, in each case as of the date of such release and after giving effect to any such release. In addition, to the extent the Administrative Agent has received a Subsidiary Guaranty and/or Equity Interest collateral with respect to any Company or Property which does not own, directly or indirectly, a Borrowing Base Property, provided no Default is then in existence, the Administrative Agent will release such Subsidiary Guaranty and/or Equity Interest collateral upon At the request of Borrower and upon satisfaction of the Borrower conditions set forth in connection with any sale or financing not prohibited under this Agreement or Section 5.06, Administrative Agent shall confirm in writing that a Property has been removed from the creation of any joint venture Investment not prohibited hereunderBorrowing Base.

Release of Borrowing Base Property. The Borrower shall provide Upon the Administrative Agent with no less than five (5) Business Days written notice request of any proposed sale, refinancing or other permanent disposition of any Borrowing Base Property, and in connection therewithBorrower, Administrative Agent shall release such a Borrowing Base Property from the Borrowing Base and any and all Liens in such Borrowing Base Property and, where appropriate, in the Equity Interests of the applicable Property Owner Mortgagor or individually related to such Property Owner Mortgagor granted pursuant to the Security Documents and, where appropriate, release such Property Owner Mortgagor from the Subsidiary Guaranty; provided that no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such Borrowing Base Property from the Borrowing Base) and the Release Condition shall be satisfied); provided, further, that Administrative Agent shall have no obligation to release any such Liens or obligations without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that Parent and Borrower are in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base and the various financial covenants set forth herein, in each case as of the date of such release and after giving effect to any such release. In addition, to the extent the Administrative Agent has received a Subsidiary Guaranty and/or Equity Interest collateral with respect to any Company or Property which does not own, directly or indirectly, a Borrowing Base Property, provided no Default is then in existence, the Administrative Agent will release such Subsidiary Guaranty and/or Equity Interest collateral upon the request of the Borrower in connection with any sale or financing not prohibited under this Agreement or the creation of any joint venture Investment not prohibited hereunder.

Release of Borrowing Base Property. The Upon the written request of Borrower shall provide the Administrative Agent with and so long as no less than five (5) Business Days written notice of Default would exist after giving effect to any proposed sale, refinancing or other permanent disposition of any Borrowing Base Property, and in connection therewithrequested release, Administrative Agent shall release such Borrowing Base Property from the Borrowing Base and any and all Liens in the Equity Interests of the applicable Property Owner or individually related to such Property Owner granted pursuant to the Security Documents and, where appropriate, release such Property Owner from the Subsidiary Guaranty; provided that no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such a Borrowing Base Property from the Borrowing Base) , and shall release the pledge of the Pledged Equity in the applicable Borrowing Base Property Owner and the Release Condition shall Guaranty by the applicable Borrowing Base Property Owner (and, to the extent such Person is not otherwise required to be satisfieda Guarantor hereunder after giving effect to such contemplated release, the Guaranty by the direct holder of such Borrowing Base Property Owner’s Equity Interests); provided, further, provided that (a) Administrative Agent shall have no obligation to release any such Liens Borrowing Base Property or obligations the pledge of the Pledged Equity of the Borrowing Base Property Owner without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that Parent and Borrower the Loan Parties are in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base and the various financial covenants set forth hereinBase, in each case as of the date day of such release and after giving effect to any such release. In additionrelease and/or any Borrowing Base additions, (b) if the Borrowing Base Property has been Disposed of pursuant to a Permitted Disposition, Borrower shall have prepaid the amounts, if any, required by Section 2.04(b), and (c) Quincy Marriott, Newport Fairmont, and Newport Hyatt may only be released from the Borrowing Base under this Section 4.08 (i) with the approval of Administrative Agent and Super Majority Lenders and (ii) pursuant to (x) a Disposition to a third-party, non-Affiliate purchaser or (y) a substitution of such Property being released with an Acceptable Property, approved for admission to the extent the Administrative Agent has received a Subsidiary Guaranty and/or Equity Interest collateral with respect to any Company or Property which does not own, directly or indirectly, a Borrowing Base Property, provided no Default is then as set forth in existence, the Administrative Agent will release such Subsidiary Guaranty and/or Equity Interest collateral upon the request of the Borrower in connection with any sale or financing not prohibited under this Agreement or the creation of any joint venture Investment not prohibited hereunderArticle IV.

Release of Borrowing Base Property. The Upon the written request of Borrower shall provide the Administrative Agent with and so long as no less than five (5) Business Days written notice of Default would exist after giving effect to any proposed sale, refinancing or other permanent disposition of any Borrowing Base Property, and in connection therewithrequested release, Administrative Agent shall release such Borrowing Base Property from the Borrowing Base and any and all Liens in the Equity Interests of the applicable Property Owner or individually related to such Property Owner granted pursuant to the Security Documents and, where appropriate, release such Property Owner from the Subsidiary Guaranty; provided that no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such a Borrowing Base Property from the Borrowing Base) , and shall release the pledge of the Pledged Equity in the applicable Borrowing Base Property Owner and the Release Condition shall be satisfiedGuaranty by the applicable Borrowing Base Property Owner; provided, further, provided that (a) Administrative Agent shall have no obligation to release any such Liens Borrowing Base Property or obligations the pledge of the Pledged Equity of the Borrowing Base Property Owner without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that Parent and Borrower the Loan Parties are in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base and the various financial covenants set forth hereinBase, in each case as of the date day of such release and after giving effect to any such release. In additionrelease and/or any Borrowing Base additions, (b) if the Borrowing Base Property has been Disposed of pursuant to a Permitted Disposition, Borrower shall have prepaid the amounts, if any, required by Section 2.04(b), and (c) Quincy Marriott, Newport Fairmont, and Newport Hyatt may only be released from the Borrowing Base under this Section 4.08 (i) with the approval of Administrative Agent and Super Majority Lenders and (ii) pursuant to (x) a Disposition to a third-party, non-Affiliate purchaser or (y) a substitution of such Property being released with an Acceptable Property, approved for admission to the extent the Administrative Agent has received a Subsidiary Guaranty and/or Equity Interest collateral with respect to any Company or Property which does not own, directly or indirectly, a Borrowing Base Property, provided no Default is then as set forth in existence, the Administrative Agent will release such Subsidiary Guaranty and/or Equity Interest collateral upon the request of the Borrower in connection with any sale or financing not prohibited under this Agreement or the creation of any joint venture Investment not prohibited hereunderArticle IV.

Release of Borrowing Base Property. The After at least ten (10) days’ written request from Borrower shall provide the (or such shorter period as Administrative Agent with no less than five (5) Business Days written notice of any proposed sale, refinancing or other permanent disposition of any Borrowing Base Propertyshall agree), and in connection therewithso long as no Default or Event of Default exists, Administrative Agent shall release such remove a Borrowing Base Property from the as a Borrowing Base Property and release any and all Liens in the such Borrowing Base Property and Equity Interests of with respect to the applicable Property Subsidiary Guarantor Owner or individually related to and Subsidiary Guarantor Operating Lessee that owns and/or operates such Property Owner Borrowing Base Property, in each case granted pursuant to the Security Documents and, where appropriate, release such Property Owner from the Subsidiary GuarantyCollateral Documents; provided that no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such Borrowing Base Property from the Borrowing Basea) and the Release Condition shall be satisfied; provided, further, that Administrative Agent shall have no obligation to release any such Liens or obligations Borrowing Base Property without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Maximum Availability without such Borrowing Base without such Property and the admission of any applicable new Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that Parent and Borrower the Loan Parties are in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base and the various financial covenants set forth hereinMaximum Availability, in each case as of the date day of such release and after giving effect to any such release of Borrowing Base Properties and/or any additions of Borrowing Base Properties, (b) after giving effect to such release. In addition, the Total Outstandings do not exceed the Maximum Availability; (c) after giving effect to such release, the representations and warranties of Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the date of such release, except to the extent the Administrative Agent has received a Subsidiary Guaranty and/or Equity Interest collateral with respect that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any Company or Property which does not ownmateriality qualifiers set forth therein) as of such earlier date, directly or indirectly, a Borrowing Base Property, provided no Default is then and except for changes in existence, the Administrative Agent will release such Subsidiary Guaranty and/or Equity Interest collateral upon the request of the Borrower in connection with any sale or financing factual circumstances not prohibited under the Loan Documents, and except that for purposes of this Agreement or Section 4.08, the creation of any joint venture Investment not prohibited hereunderrepresentations and warranties contained in Sections 6.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.01(a) and (b), respectively; and (d) after giving effect to such release, there are at least three (3) Borrowing Base Properties.

Release of Borrowing Base Property. The Borrower shall provide the Administrative Agent with no less than five (5) Business Days written notice of any proposed sale, refinancing or other permanent disposition of any Borrowing Base Property, and in connection therewith, Administrative Agent shall release such Borrowing Base Property from the Borrowing Base and any and all Liens in the Equity Interests of the applicable Property Owner or individually related to such Property Owner granted pursuant to the Security Documents and, where appropriate, release such the applicable Property Owner from the Subsidiary Guaranty; provided that no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such Borrowing Base Property from the Borrowing Base) and the Release Condition Conditions shall be satisfied; provided, further, that Administrative Agent shall have no obligation to release any such Liens Borrowing Base Property or the obligations of such Property Owner under the Subsidiary Guaranty without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that Parent and Borrower are in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base and the various financial covenants set forth herein, in each case as of the date of such release and after giving effect to any such release. In addition, to the extent the Administrative Agent has received a Subsidiary Guaranty and/or Equity Interest collateral with respect to any Company or Property which does not own, directly or indirectly, a Borrowing Base Property, provided no Default is then in existence, the Administrative Agent will release such Subsidiary Guaranty and/or Equity Interest collateral upon the request of the Borrower in connection with any sale or financing not prohibited under this Agreement or the creation of any joint venture Investment not prohibited hereunder.

Release of Borrowing Base Property. The Upon the written request of Borrower shall provide the Administrative Agent in connection with no less than five (5) Business Days written notice of any proposed a sale, refinancing or other permanent disposition of any Borrowing Base Property, and in connection therewithdisposition, Administrative Agent shall release such a Borrowing Base Property from the Borrowing Base and any and all Liens in such Borrowing Base Property and, where appropriate, in the Equity Interests of the applicable Property Owner Mortgagor or individually related to such Property Owner Mortgagor granted pursuant to the Security Documents and, where appropriate, release such Property Owner Mortgagor from the Subsidiary Guaranty; provided that no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such Borrowing Base Property from the Borrowing Base) and the Release Condition shall be satisfied); provided, further, that Administrative Agent shall have no obligation to release any such Liens or obligations without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that Parent and Borrower are in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base and the various financial covenants set forth herein, in each case as of the date of such release and after giving effect to any such release. In addition, to the extent the Administrative Agent has received a Subsidiary Guaranty and/or Equity Interest collateral Collateral with respect to any Company or Property which does not own, directly or indirectly, a Borrowing Base Property, provided no Default is then in existence, the Administrative Agent will release such Subsidiary Guaranty and/or Equity Interest collateral Collateral upon the request of the Borrower in connection with any sale or financing not prohibited under this Agreement or the creation of any joint venture Investment not prohibited hereunder.

Release of Borrowing Base Property. The Borrower shall provide the Administrative Agent with no less than five Upon ten (510) Business Days days’ prior written notice request of any proposed sale, refinancing or other permanent disposition of any Borrowing Base Property, and in connection therewithBorrower, Administrative Agent shall release such a Borrowing Base Property from the Borrowing Base and any and all Liens in such Borrowing Base Property and, where appropriate, in the Equity Interests of the applicable Property Owner or individually related to such Property Owner Mortgagor granted pursuant to the Security Documents and, where appropriate, release such Property Owner Mortgagor from the Subsidiary Guaranty; provided that (a) no Default exists before and after giving effect thereto (other than Defaults solely with respect to such Borrowing Base Property that would no longer exist after giving effect to the release of such Borrowing Base Property from the Borrowing Base), (b) after giving effect thereto, there are at least four (4) Borrowing Base Properties, unless all Lenders approve a lesser amount or there are less than four (4) Borrowing Base Properties as a result of a Borrowing Base Property being excluded from the Borrowing Base pursuant to Section 5.06, (c) neither Armada Xxxxxxx Tower nor Xxxxxxxx Xxxxxx Tower shall be released from the Borrowing Base unless all Lenders approve such release, (d) all representations and warranties of Borrower and each other Loan Party contained in Article VII or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such requested release, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (e) such Borrowing Base Property shall be released in connection with a sale, financing or other transaction undertaken by a Loan Party and involving such Borrowing Base Property, and the Release Condition shall be satisfiedremoval of such Borrowing Base Property is necessary or advisable to facilitate such transaction; provided, further, that Administrative Agent shall have no obligation to release any such Liens or obligations without a Borrowing Base Report setting forth in reasonable detail the calculations required to establish the amount of the Borrowing Base without such Borrowing Base Property and a Compliance Certificate setting forth in reasonable detail the calculations required to show that Parent and Borrower are the Consolidated Group is in compliance with the terms of this Agreement without the inclusion of such Borrowing Base Property in the calculation of the Borrowing Base and the various financial covenants set forth hereinBase, in each case as of the date of such release and after giving effect to any such release. In addition, to the extent the Administrative Agent has received a Subsidiary Guaranty and/or Equity Interest collateral with respect to any Company or Property which does not own, directly or indirectly, a Borrowing Base Property, provided no Default is then in existence, the Administrative Agent will release such Subsidiary Guaranty and/or Equity Interest collateral upon the request of the Borrower in connection with any sale or financing not prohibited under this Agreement or the creation of any joint venture Investment not prohibited hereunder.