Common use of Release of Collateral Pool Property Clause in Contracts

Release of Collateral Pool Property. If 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 Section 4A.04), the Administrative Agent shall release a Collateral Pool Property from the Lien or security title of the Security Documents encumbering the same upon the written request of the Borrower, subject to and upon the following terms and conditions: (a) The Borrower shall have provided the Administrative Agent (which the Administrative Agent shall promptly forward to the Lenders) with written notice of its intention to remove any specified Collateral Pool Property from the Collateral at least three (3) Business Days prior to the requested release (which notice may be revoked by the Borrower at any time); (b) No fewer than five (5) Mortgaged Collateral Pool Properties shall remain in the pool of Mortgaged Collateral Pool Properties with a Mortgaged Collateral Pool Value greater than or equal to $900,000,000, and all such remaining Collateral Pool Properties shall continue to satisfy the requirements for “Eligible Real Estate”; 101 DB3/ 204690278.10 (c) The Borrower shall submit to the Administrative Agent (which the Administrative Agent shall promptly forward to the Lenders) with such request an executed Borrowing Base Certificate and a Compliance Certificate prepared using the financial statements of the Parent most recently provided or required to be provided to the Administrative Agent under Section 5.01 adjusted in the best good faith estimate of the Borrower solely to give effect to the proposed release and demonstrating compliance with the financial covenants set forth in Section 6.14 and the Borrowing Base after giving effect to such release; (d) all release documents to be executed by the Administrative Agent shall be in form and substance reasonably satisfactory to the Administrative Agent; (e) The Borrower shall pay all reasonable costs and expenses of the Administrative Agent in connection with such release, including without limitation, reasonable attorney’s fees; (f) [Reserved]; (g) With respect to a release of any Collateral Pool Property: (i) Borrower shall, at Borrower’s sole cost and expense, legally subdivide such Collateral Pool Property from the balance of any other Collateral Pool Properties (to the extent not already legally subdivided); (ii) title to the balance of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall remain insured by the Title Company pursuant to an endorsement to the Title Policy issued by the Title Company in form reasonably satisfactory to Administrative Agent in the full amount of the Obligations; (iii) the balance of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall continue to have adequate, insurable legal pedestrian and vehicular access to a public way as determined by the Administrative Agent in its reasonable discretion; (iv) the balance of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall comply with all applicable zoning and land use laws and requirements, as evidenced by an updated zoning report in form reasonably satisfactory to Administrative Agent or as otherwise reasonably determined by the Administrative Agent; and (vi) if required by the Administrative Agent in its reasonable discretion, Borrower shall deliver to Administrative Agent an update of the survey in form reasonably satisfactory to Administrative Agent; and (h) without limiting or affecting any other provision hereof, any release of a Collateral Pool Property shall not be permitted if such release would cause the Borrowers to have a Borrowing Base Exceedance or the financial covenants set forth in Section 6.14.

Release of Collateral Pool Property. If 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 Section 4A.042.19), the Administrative Agent shall release a Collateral Pool Property from the Lien lien or security title of the Security Documents encumbering the same in connection with a sale, other permanent disposition or refinancing of such Collateral Pool Property as permitted by this Agreement upon the written request of the Borrower, Borrower subject to and upon the following terms and conditions: (a) The the Borrower shall have provided the Administrative Agent (which the Administrative Agent shall promptly forward deliver to the Lenders) with Agent written notice of its intention desire to remove any specified Collateral Pool Property from the Collateral at least three obtain such release no later than ten (310) Business Days days prior to the requested date on which such release (which notice may is to be revoked by the Borrower at any time)effected; (b) No fewer than five (5) Mortgaged Collateral Pool Properties shall remain in the pool of Mortgaged Collateral Pool Properties with a Mortgaged Collateral Pool Value greater than or equal to $900,000,000, and all such remaining Collateral Pool Properties shall continue to satisfy the requirements for “Eligible Real Estate”; 101 DB3/ 204690278.10 (c) The Borrower shall submit to the Administrative Agent (which the Administrative Agent shall promptly forward to the Lenders) with such request an executed Borrowing Base Certificate and a Compliance Certificate prepared using the financial statements of the Parent Borrower most recently provided or required to be provided to the Administrative Agent under Section 5.01 8.1 or Section 8.2 adjusted in the best good faith estimate of the Borrower solely to give effect to the proposed release and demonstrating compliance that no Default or Event of Default with respect to the financial covenants set forth in Section 6.14 and the Borrowing Base referred to therein shall exist after giving effect to such release; (dc) all release documents to be executed by the Administrative Agent shall be in form and substance reasonably satisfactory to the Administrative Agent; (ed) The the Borrower shall pay all reasonable costs and expenses of the Administrative Agent in connection with such release, including without limitation, reasonable attorney’s fees; (fe) [Reserved]; (g) With respect to a such release shall be permitted under the Mezzanine Loan Documents, upon consummation thereof no default or event of default under any Collateral Pool Property: (i) Borrower shallof the Mezzanine Loan Documents shall exist, at Borrower’s sole cost and expense, legally subdivide such Collateral Pool Property shall be released from the balance of any other Collateral Pool Properties Mezzanine Loan Documents; (f) the Borrower shall pay to the extent not already legally subdivided); (ii) title Agent for the account of the Lenders a release price, which payment shall be applied to reduce the outstanding principal balance of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall remain insured by the Title Company pursuant to Loans as provided in Section 2.7(b)(ii), in an endorsement amount equal to the Title Policy issued by amount necessary to reduce the Title Company in form reasonably satisfactory to Administrative Agent in the full amount of the Obligations; (iii) the outstanding principal balance of the Collateral Pool Properties (exclusive Loans and the Letter of Credit Liabilities so that no violation of the Collateral Pool Property for which a release is requestedcovenant set forth in Section 9.1(f) shall continue to have adequate, insurable legal pedestrian and vehicular access to a public way as determined by the Administrative Agent in its reasonable discretion; (iv) the balance of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall comply with all applicable zoning and land use laws and requirements, as evidenced by an updated zoning report in form reasonably satisfactory to Administrative Agent or as otherwise reasonably determined by the Administrative Agent; and (vi) if required by the Administrative Agent in its reasonable discretion, Borrower shall deliver to Administrative Agent an update of the survey in form reasonably satisfactory to Administrative Agentoccur; and (hg) without limiting or affecting any other provision hereof, any release of a Collateral Pool Property shall will not be permitted if such release would cause the Borrowers Borrower to have a Borrowing Base Exceedance or be in violation of the financial covenants set forth in Section 6.14Sections 9.1 or 9.14.

Release of Collateral Pool Property. If From time to time the Borrower may request, upon not less than 15 days prior written notice to the Agent and the Lenders, that a Collateral Pool Property cease to be a Collateral Pool Property because the Borrower desires to sell such Collateral Pool Property or to incur Indebtedness to be secured by such Collateral Pool Property. The Agent shall grant such request if all of the following conditions are satisfied: (a) no Default or Event of Default shall have occurred hereunder and be continuing (or would exist both at the time of such request and immediately after giving effect to the transactions contemplated by this Section 4A.04), the Administrative Agent shall release a Collateral Pool Property from the Lien or security title of the Security Documents encumbering the same upon the written request of the Borrower, subject to and upon the following terms and conditions: (a) The Borrower shall have provided the Administrative Agent (which the Administrative Agent shall promptly forward to the Lenders) with written notice of its intention to remove any specified Collateral Pool Property from the Collateral at least three (3) Business Days prior to the requested release (which notice may be revoked by the Borrower at any time)such request; (b) No fewer than five (5) Mortgaged Collateral Pool Properties shall remain in the pool Borrower has made provisions satisfactory to the Agent for all Net Proceeds resulting from the incurrence of Mortgaged Collateral Pool Properties with a Mortgaged Collateral Pool Value greater than such Indebtedness or equal from such sale that are required to $900,000,000, be applied to the Loans and all such remaining Collateral Pool Properties shall continue other Obligations under Section 2.6. to satisfy be paid to the requirements for “Eligible Real Estate”; 101 DB3/ 204690278.10Agent; (c) The all of the Lenders have given their prior written consent to the release of such Collateral Pool Property; and (d) the Borrower shall submit have delivered to the Administrative Agent (which a Collateral Pool Certificate demonstrating on a pro forma basis, and the Administrative Agent shall promptly forward to have determined, that the Lenders) with such request an executed Borrowing Base Certificate and a Compliance Certificate prepared using the financial statements outstanding principal balance of the Parent most recently provided or required to be provided to Loans will not exceed the Administrative Agent under Section 5.01 adjusted in the best good faith estimate of the Borrower solely to give effect to the proposed release and demonstrating compliance with the financial covenants set forth in Section 6.14 and the Borrowing Base Maximum Loan Availability after giving effect to such release; (d) all release documents request and any prepayment to be executed by made and/or the Administrative acceptance of any Real Property Asset as an additional or replacement Collateral Pool Property to be given concurrently with such request. Each Lender agrees to give notice to the Agent within 10 days of receipt of any notice from the Borrower under this Section whether such Lender consents to the requested release. Failure of any Lender to so notify the Agent shall be deemed to be a denial of such request. If a Guarantor no longer owns any Real Property Asset that is a Collateral Pool Property nor any direct or indirect equity interest in form and substance reasonably satisfactory to any Guarantor that does own a Collateral Pool Property, then upon written request by such Guarantor, the Administrative Agent; (e) The Borrower Agent shall pay all reasonable costs and expenses terminate such Guarantor's Guaranty within 5 Business Days of receipt of the Administrative Agent in Borrower's written request for such release. In connection with such release, including without limitation, reasonable attorney’s fees; (f) [Reserved]; (g) With respect to a the release of any Collateral Pool Property: (i) permitted hereunder, the Agent agrees to execute and deliver such documents and instruments of release as the Borrower shall, may reasonably request at Borrower’s the sole cost and expense, legally subdivide such Collateral Pool Property from the balance of any other Collateral Pool Properties (to the extent not already legally subdivided); (ii) title to the balance expense of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall remain insured by the Title Company pursuant to an endorsement to the Title Policy issued by the Title Company in form reasonably satisfactory to Administrative Agent in the full amount of the Obligations; (iii) the balance of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall continue to have adequate, insurable legal pedestrian and vehicular access to a public way as determined by the Administrative Agent in its reasonable discretion; (iv) the balance of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall comply with all applicable zoning and land use laws and requirements, as evidenced by an updated zoning report in form reasonably satisfactory to Administrative Agent or as otherwise reasonably determined by the Administrative Agent; and (vi) if required by the Administrative Agent in its reasonable discretion, Borrower shall deliver to Administrative Agent an update of the survey in form reasonably satisfactory to Administrative Agent; and (h) without limiting or affecting any other provision hereof, any release of a Collateral Pool Property shall not be permitted if such release would cause the Borrowers to have a Borrowing Base Exceedance or the financial covenants set forth in Section 6.14Borrower.

Release of Collateral Pool Property. If 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 Section 4A.042.19), the Administrative Agent shall release a Collateral Pool Property and the Equity Interests pledged pursuant to the Pledge Agreement in the Subsidiary Guarantor owning such Collateral Pool Property from the Lien lien or security title of the Security Documents encumbering the same upon the written request of the Borrower, subject to and upon the following terms and conditions: (a) The the Borrower shall have provided the Administrative Agent (which the Administrative Agent shall promptly forward deliver to the Lenders) with Agent written notice of its intention desire to remove any specified Collateral Pool Property from the Collateral at least three obtain such release no later than ten (310) Business Days days prior to the requested date on which such release (which notice may is to be revoked by the Borrower at any time)effected; (b) No fewer than five (5) Mortgaged Collateral Pool Properties shall remain in upon Agent’s request, the pool of Mortgaged Collateral Pool Properties with a Mortgaged Collateral Pool Value greater than or equal to $900,000,000, and all such remaining Collateral Pool Properties shall continue to satisfy the requirements for “Eligible Real Estate”; 101 DB3/ 204690278.10 (c) The Borrower shall submit to the Administrative Agent (which the Administrative Agent shall promptly forward to the Lenders) with such request an executed Borrowing Base Certificate and a Compliance Certificate prepared using the financial statements of the Parent Borrower most recently provided or required to be provided to the Administrative Agent under Section 5.01 8.1 or Section 8.2 adjusted in the best good faith estimate of the Borrower solely to give effect to the proposed release and demonstrating compliance that no Default or Event of Default with respect to the financial covenants set forth in Section 6.14 and the Borrowing Base referred to therein shall exist after giving effect to such release; (c) the Borrower shall have paid in full in accordance with Section 2.7(a) the Loan or Loans (including all accrued and unpaid interest and other amounts due with respect thereto pursuant to the Loan Documents) made to the Borrower for purposes of acquiring such Collateral Pool Property; (d) all release documents to be executed by the Administrative Agent shall be in form and substance reasonably satisfactory to the Administrative Agent; (e) The the Borrower shall pay all reasonable costs and expenses of the Administrative Agent in connection with such release, including without limitation, reasonable attorney’s fees; (f) [Reserved]such release shall be permitted under the Senior Loan Documents, upon consummation thereof no default or event of default under any of the Senior Loan Documents shall exist, and such Collateral Pool Property shall be released from the Senior Loan Documents; (g) With respect none of the Subsidiary Guarantors in which Equity Interests are to a release of be released shall directly or indirectly own any Collateral Pool Property: (i) Borrower shall, at Borrower’s sole cost and expense, legally subdivide such Collateral Pool Property from the balance of any other Collateral Pool Properties (to the extent not already legally subdivided); (ii) title to the balance of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall remain insured by the Title Company pursuant to an endorsement to the Title Policy issued by the Title Company in form reasonably satisfactory to Administrative Agent in the full amount of the Obligations; (iii) the balance of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall continue to have adequate, insurable legal pedestrian and vehicular access to a public way as determined by the Administrative Agent in its reasonable discretion; (iv) the balance of the Collateral Pool Properties (exclusive of the Collateral Pool Property for which a release is requested) shall comply with all applicable zoning and land use laws and requirements, as evidenced by an updated zoning report in form reasonably satisfactory to Administrative Agent or as otherwise reasonably determined by the Administrative Agent; and (vi) if required by the Administrative Agent in its reasonable discretion, Borrower shall deliver to Administrative Agent an update of the survey in form reasonably satisfactory to Administrative Agent; and (h) without limiting or affecting any other provision hereof, any release of a Collateral Pool Property shall will not be permitted if such release would cause the Borrowers Borrower to have a Borrowing Base Exceedance or be in violation of the financial covenants set forth in Section 6.14Sections 9.1 or 9.14.