Release of Collateral Properties. From time to time the Borrower may request, upon not less than 10 Business Days prior written notice to the Agent, that a Collateral Property be released from the Liens created by the Security Documents applicable thereto, which release (the “Release”) shall be effected by the Agent if all of the following conditions are satisfied as of the date of such Release: (a) no Default or Event of Default exists or would exist immediately after giving effect to such Release; (b) 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 extension 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 in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (c) the Borrower shall have delivered to the Agent all documents and instruments reasonably requested by the Agent in connection with such Release including, without limitation, the following: (i) a quitclaim deed or other instrument to be used to effect such Release; and (ii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected Collateral Property (and appropriate corrective endorsements with respect to any other mortgagee policies of title insurance on Collateral Properties which have tie-in clauses which are affected by the release); and (d) the Borrower shall have delivered a Compliance Certificate giving pro forma effect to such Release; (e) the Borrower shall have delivered to the Agent a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to such Release and indicating that the aggregate outstanding principal balance of Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release; and (f) the outstanding principal balance of the Loans, together with the aggregate principal amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release and any prepayment to be made and/or the acceptance of any Property pursuant to Section 4.1. which is to be given concurrently with such Release as an additional or replacement Collateral Property. In connection with a Release, the Borrower shall deliver to the Agent a certificate from the Borrower’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (b). After giving effect to any request that a Collateral Property owned by a Subsidiary cease to be included in determinations of the Borrowing Base, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, (x) such Subsidiary from the Guaranty as provided in and subject to Section 8.12.(b) and (y) if such Collateral Property is a NY Property, the Equity Interest of the NY Owner that owns such NY Property from the Lien created by the Pledge Agreement. In the case of any Collateral Property located in a jurisdiction imposing a mortgage recording tax, the Agent agrees to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings in connection with such Release, including without limitation, reassigning, on an “as is” basis and without recourse, the applicable Security Deed to the Borrower or such other Person as Borrower may reasonably request in connection with such Release.
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Release of Collateral Properties. From time to time the Borrower may request, upon not less than 10 Business Days ten (10) days’ prior written notice to the Administrative Agent or such shorter period as may be acceptable to the Administrative Agent, that a Collateral Property be released from the Liens created by the Security Documents applicable thereto, which release (the “Collateral 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 Collateral Property Release:
(a) no No Default or Event of Default exists or would will exist immediately after giving effect to such Collateral Property Release;
(b) Immediately prior to such Collateral Property Release (i) the representations Debt Service Coverage Ratio is not less than the Minimum DSCR Hurdle, (ii) the ratio of the outstanding principal balance of the Loans to the sum of (A) the aggregate amount of the Appraised Values of the Other Collateral Properties and warranties made or deemed made by (B) if Boston Hyatt is a Collateral Property, the Adjusted Appraised Value does not exceed the Advance Rate, and (iii) the Borrower and each other Loan Party is 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 extension compliance with the same force and effect as if made on and as provisions 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 in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsSection 10.1;
(c) the The Borrower shall have delivered to the Administrative Agent a certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to its satisfaction (which determination may be based on Appraisals ordered pursuant to Section 4.3.(b)(iii), in which event the Collateral Property Release shall be delayed until the Administrative Agent has received such Appraisals and the Appraised Values have been determined), that upon such Collateral Property Release (and taking into account any prepayment of the Loans to be made prior to or at the time of such Collateral Property Release), (i) the Debt Service Coverage Ratio for the Remaining Collateral Properties shall not be less than the Minimum DSCR Hurdle, (ii) the ratio of the outstanding principal balance of the Loans to the sum of (A) the aggregate amount of the Appraised Values of the Remaining Collateral Properties (other than the Boston Hyatt) and (B) if the Boston Hyatt is a Remaining Collateral Property, the Adjusted Appraised Value shall not exceed the Advance Rate, and (iii) the Borrower shall be in compliance with the provisions of Section 10.1.;
(d) Upon such Collateral Property Release, at least three Collateral Properties (including at least two Required Collateral Properties) shall remain in the Collateral Pool;
(e) Such Collateral Property Release shall be permitted under Section 4.4.; and
(f) The Borrower shall have delivered to the Administrative Agent all documents and instruments reasonably requested by the Agent Administrative agent in connection with such Release including, without limitationCollateral Property Release. Simultaneously with the Collateral Property Release, the following:
(i) a quitclaim deed or other instrument to be used to effect Administrative Agent shall release the Subsidiary Guarantor that owns such Release; and
(ii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected released Collateral Property (and appropriate corrective endorsements with respect to from its obligations under the Subsidiary Guaranty, provided such Subsidiary Guarantor does not own any other mortgagee policies of title insurance on Collateral Properties which have tie-in clauses which are affected by the release); and
(d) the Borrower shall have delivered a Compliance Certificate giving pro forma effect to such Release;
(e) the Borrower shall have delivered to the Agent a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to such Release and indicating that the aggregate outstanding principal balance of Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release; and
(f) the outstanding principal balance of the Loans, together with the aggregate principal amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release and any prepayment to be made and/or the acceptance of any Property pursuant to Section 4.1. which is to be given concurrently with such Release as an additional or replacement Collateral Property. In connection with a ReleaseExcept as set forth in this Section 4.2., the Borrower no Collateral Property shall deliver to the Agent a certificate be released from the Borrower’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (b). After giving effect to any request that a Collateral Property owned by a Subsidiary cease to be included in determinations of the Borrowing Base, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, (x) such Subsidiary from the Guaranty as provided in and subject to Section 8.12.(b) and (y) if such Collateral Property is a NY Property, the Equity Interest of the NY Owner that owns such NY Property from the Lien Liens created by the Pledge Agreement. In Security Documents applicable thereto and no Subsidiary Guarantor shall be released from its obligations under the case of any Collateral Property located in a jurisdiction imposing a mortgage recording tax, the Agent agrees to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings in connection with such Release, including without limitation, reassigning, on an “as is” basis and without recourse, the applicable Security Deed to the Borrower or such other Person as Borrower may reasonably request in connection with such ReleaseSubsidiary Guaranty.
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Release of Collateral Properties. From time to time the Borrower may request, upon not less than 10 Business Days prior written notice to the Agent, that a Collateral Property be released from the Liens created by the Security Documents applicable thereto, which release (the “Release”) shall be effected by the Agent if all of the following conditions are satisfied as of the date of such Release:
(a) Provided no Default or Event of Default exists shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 5.3), Administrative Agent shall release, upon the request of Parent, (x) from the lien or security title of the Security Documents a Collateral Property and the personal property solely used on or with respect to such ReleaseCollateral Property and (y) if such Borrower is not an owner or lessee of any other Collateral Property or owner of other Collateral, such Borrower from its obligations as a Borrower under the Credit Agreement and the other Loan Documents, in each case, subject to and upon the following terms and conditions:
(a) Parent shall deliver to Administrative Agent, no later than five (5) Business Days prior to the date on which such release is to be effected, written notice of Borrowers’ desire to obtain such release;
(b) Parent, on behalf of Borrowers shall submit to Administrative Agent with such request a Compliance Certificate prepared using the representations financial statements of Parent and warranties made Trilogy Investors most recently provided or deemed made by the Borrower and each other Loan Party required to be provided to Administrative Agent under Section 6.4 or 7.4 adjusted in the Loan Documents best good faith estimate of Borrowers 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 extension with the same force and give effect as if made on and as of such date except to the extent proposed release and demonstrating that no Default or Event of Default with respect to the covenants set forth in Section 9 referred to therein shall exist after giving effect to such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documentsrelease;
(c) the If such release is in connection with a sale or refinancing, such sale or refinancing shall be with a Person that is not a Borrower or a Subsidiary thereof;
(d) all release documents to be executed by Administrative Agent shall have delivered be in form and substance reasonably satisfactory to the Agent Administrative Agent;
(e) Borrowers shall pay all documents reasonable, out-of-pocket costs and instruments reasonably requested by the expenses of Administrative Agent in connection with such Release includingrelease, without limitation, the following:
(i) a quitclaim deed or other instrument to be used to effect such Release; and
(ii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected Collateral Property (and appropriate corrective endorsements with respect to any other mortgagee policies of title insurance on Collateral Properties which have tie-in clauses which are affected by the release); and
(d) the Borrower shall have delivered a Compliance Certificate giving pro forma effect to such Releaseincluding reasonable attorney’s fees;
(e) the Borrower shall have delivered to the Agent a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to such Release and indicating that the aggregate outstanding principal balance of Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release; and
(f) Borrowers shall pay to Administrative Agent, for the account of the Lenders, a release price, which payment shall be applied, notwithstanding the provisions of Section 3.6, to reduce the outstanding principal balance of the LoansReal Estate Revolving Loans in an amount equal to the amount, together with if any, necessary for the aggregate principal amount of all Letter of Aggregate Revolving Credit Liabilities, will not exceed Obligations to equal or be less than the Real Estate Borrowing Base Availability;
(g) Before and after giving effect to such Release and release, there shall be no violation of the covenant set forth in Section 9.6;
(h) Parent, on behalf of Borrowers, shall submit to Administrative Agent with such request a Real Estate Borrowing Base Certificate reflecting the release of such Loan Party’s assets from the Lien of Administrative Agent; and
(i) In connection with any prepayment release of a Collateral Property, Borrowers shall, as a condition to such release, pay any mortgage, recording, intangible, documentary stamp or other similar taxes that Administrative Agent reasonably determines to be made and/or payable to a Governmental Authority with respect to the acceptance remaining Collateral Properties as a consequence of said release. Notwithstanding the foregoing, in the event that any Collateral Property pursuant to Section 4.1. which is to be given concurrently with released, Administrative Agent may condition such Release as release upon the increase of the coverages under the Title Policies for the remaining Collateral Properties to an additional or replacement amount Administrative Agent may reasonably require based upon the fair market value of such remaining Collateral PropertyProperties. In connection with the event that a Release, the Borrower shall deliver to the Agent a certificate from the Borrower’s chief executive officer that is an owner or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (b). After giving effect to any request that lessee of a Collateral Property owned by a Subsidiary cease to be included in determinations of the Borrowing Base, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, (x) such Subsidiary from the Guaranty is released as provided in and this Section 5.3, then such Person shall not be deemed, subject to Section 8.12.(bthe proviso below, a Subsidiary of a Borrower or otherwise bound by the terms of the Loan Documents, provided that for the avoidance of doubt such Person shall be subject to inclusion in the applicable financial covenants of Trilogy Investors and Sections 12.1(f), 12.1(h), 12.1(i), 12.1(j), 12.1(l) and (y) if such Collateral Property is a NY Property, the Equity Interest of the NY Owner that owns such NY Property from the Lien created by the Pledge Agreement. In the case of any Collateral Property located in a jurisdiction imposing a mortgage recording tax, the Agent agrees to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings in connection with such Release, including without limitation, reassigning, on an “as is” basis and without recourse, the applicable Security Deed to the Borrower or such other Person as Borrower may reasonably request in connection with such Release12.1(p).
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Samples: Senior Secured Credit Agreement (Griffin-American Healthcare REIT III, Inc.)
Release of Collateral Properties. From time to time the Borrower may request, upon not less than 10 Business Days 30 days prior written notice to the Agent, that a Collateral Property be released from the Liens created by the Security Documents applicable thereto, which release (the “Release”) shall be effected by the Agent if all of the following conditions are satisfied as of the date of such Release:
(a) no Default or Event of Default exists has occurred and is then continuing or would occur or exist immediately after giving effect to such Release;
(b) 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 extension 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 in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents;
(c) the Borrower shall have delivered to the Agent all documents and instruments reasonably requested by the Agent in connection with such Release including, without limitation, the following:
(i) a quitclaim deed or other instrument to be used to effect such Release; and
(ii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected Collateral Property (and appropriate corrective endorsements with respect to any other mortgagee policies of title insurance on Collateral Properties which have tie-in clauses which are affected by the release); and;
(dc) the Borrower shall have delivered a Compliance Certificate giving compliance certificate showing pro forma compliance with the covenants set forth in Section 10.1. giving effect to such Release;
(ed) the Borrower shall have delivered to the Agent a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to such Release and indicating that the aggregate outstanding principal balance of Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Property Release; and
(fe) the outstanding principal balance of the Loans, together with the aggregate principal amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release and any prepayment to be made and/or the acceptance of any Property pursuant to Section 4.1. which is to be given concurrently with such Release as an additional or replacement Collateral Property. In connection with a Release, the Borrower shall deliver to the Agent a certificate from the Borrower’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (bc). After giving effect to any request that a Collateral Property owned by a Subsidiary cease to be included in determinations of the Borrowing Base, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, (x) such Subsidiary from the Guaranty so long as provided in and subject to Section 8.12.(b) and (y) if such Subsidiary does not own any other Collateral Property is a NY Property, the Equity Interest of the NY Owner that owns such NY Property from the Lien created by the Pledge Agreement. In the case of any Collateral Property located in a jurisdiction imposing a mortgage recording tax, the Agent agrees to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings in connection with such Release, including without limitation, reassigning, on an “as is” basis and without recourse, the applicable Security Deed to the Borrower or such other Person as Borrower may reasonably request in connection with such Release.
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Release of Collateral Properties. From time to time the Borrower may request, upon not less than 10 Business Days ten (10) days’ prior written notice to the Administrative Agent or such shorter period as may be acceptable to the Administrative Agent, that a Collateral Property be released from the Liens created by the Security Documents applicable thereto, which release (the “Collateral 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 Collateral Property Release:
(a) no No Default or Event of Default exists or would will exist immediately after giving effect to such Collateral Property Release;
(b) Immediately prior to such Collateral Property Release (i) the representations Debt Service Coverage Ratio is not less than the Minimum DSCR Hurdle, (ii) the ratio of the outstanding principal balance of the Loans to the sum of (i) the aggregate amount of the Appraised Values of the Other Collateral Properties and warranties made or deemed made by (ii) if Boston Hyatt is a Collateral Property, the Adjusted Appraised Value does not exceed the Advance Rate, and (iii) the Borrower and each other Loan Party is 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 extension compliance with the same force and effect as if made on and as provisions 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 in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsSection 10.1;
(c) the The Borrower shall have delivered to the Administrative Agent a certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to its satisfaction (which determination may be based on Appraisals ordered pursuant to Section 4.3.(b)(iii), in which event the Collateral Property Release shall be delayed until the Administrative Agent has received such Appraisals and the Appraised Values have been determined), that upon such Collateral Property Release (and taking into account any prepayment of the Loans to be made prior to or at the time of such Collateral Property Release), (i) the Debt Service Coverage Ratio for the Remaining Collateral Properties shall not be less than the Minimum DSCR Hurdle, (ii) the ratio of the outstanding principal balance of the Loans to the sum of (A) the aggregate amount of the Appraised Values of the Remaining Collateral Properties (other than the Boston Hyatt) and (B) if the Boston Hyatt is a Remaining Collateral Property, the Adjusted Appraised Value shall not exceed the Advance Rate, and (iii) the Borrower shall be in compliance with the provisions of Section 10.1.;
(d) Upon such Collateral Property Release, at least three Collateral Properties shall remain in the Collateral Pool;
(e) Such Collateral Property Release shall be permitted under Section 4.4.; and
(f) The Borrower shall have delivered to the Administrative Agent all documents and instruments reasonably requested by the Agent Administrative agent in connection with such Release including, without limitationCollateral Property Release. Simultaneously with the Collateral Property Release, the following:
(i) a quitclaim deed or other instrument to be used to effect Administrative Agent shall release the Subsidiary Guarantor that owns such Release; and
(ii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected released Collateral Property (and appropriate corrective endorsements with respect to from its obligations under the Subsidiary Guaranty, provided such Subsidiary Guarantor does not own any other mortgagee policies of title insurance on Collateral Properties which have tie-in clauses which are affected by the release); and
(d) the Borrower shall have delivered a Compliance Certificate giving pro forma effect to such Release;
(e) the Borrower shall have delivered to the Agent a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to such Release and indicating that the aggregate outstanding principal balance of Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release; and
(f) the outstanding principal balance of the Loans, together with the aggregate principal amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release and any prepayment to be made and/or the acceptance of any Property pursuant to Section 4.1. which is to be given concurrently with such Release as an additional or replacement Collateral Property. In connection with a ReleaseExcept as set forth in this Section 4.2., the Borrower no Collateral Property shall deliver to the Agent a certificate be released from the Borrower’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (b). After giving effect to any request that a Collateral Property owned by a Subsidiary cease to be included in determinations of the Borrowing Base, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, (x) such Subsidiary from the Guaranty as provided in and subject to Section 8.12.(b) and (y) if such Collateral Property is a NY Property, the Equity Interest of the NY Owner that owns such NY Property from the Lien Liens created by the Pledge Agreement. In Security Documents applicable thereto and no Subsidiary Guarantor shall be released from its obligations under the case of any Collateral Property located in a jurisdiction imposing a mortgage recording tax, the Agent agrees to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings in connection with such Release, including without limitation, reassigning, on an “as is” basis and without recourse, the applicable Security Deed to the Borrower or such other Person as Borrower may reasonably request in connection with such ReleaseSubsidiary Guaranty.
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Release of Collateral Properties. From time to time the Borrower may request, upon not less than 10 Business Days prior written notice to the Agent, that a Collateral Property be released from the Liens created by the Security Documents applicable thereto, which release (the “Release”) shall be effected by the Agent if all of the following conditions are satisfied as of the date of such Release:
(a) no Default or Event of Default exists or would exist immediately after giving effect to such Release;
(b) 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 extension 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 in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents;
(c) the Borrower shall have delivered to the Agent all documents and instruments reasonably requested by the Agent in connection with such Release including, without limitation, the following:
(i) a quitclaim deed or other instrument to be used to effect such Release; and
(ii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected Collateral Property (and appropriate corrective endorsements with respect to any other mortgagee policies of title insurance on Collateral Properties which have tie-in clauses which are affected by the release); and
(dc) the Borrower shall have delivered a Compliance Certificate giving compliance certificate showing pro forma compliance with the covenants set forth in Section 10.1. after giving effect to such Release;
(ed) the Borrower shall have delivered to the Agent a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to such Release and indicating that the aggregate outstanding principal balance of Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release; and;
(fe) the outstanding principal balance of the Loans, together with the aggregate principal amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release and any prepayment to be made and/or the acceptance of any Property pursuant to Section 4.1. which is to be given concurrently with such Release as an additional or replacement Collateral Property; and
(f) after giving effect to such Release there are at least two Collateral Properties. In connection with a Release, the Borrower shall deliver to the Agent a certificate from the Borrower’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (bc). After giving effect to any request that a Collateral Property owned by a Subsidiary cease to be included in determinations of the Borrowing Base, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, (x) such Subsidiary from the Guaranty so long as provided in and subject to Section 8.12.(b) and (y) if such Subsidiary does not own any other Collateral Property is a NY Property, the Equity Interest of the NY Owner that owns such NY Property from the Lien created by the Pledge Agreement. In the case of any Collateral Property located in a jurisdiction imposing a mortgage recording tax, the Agent agrees to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings in connection with such Release, including without limitation, reassigning, on an “as is” basis and without recourse, the applicable Security Deed to the Borrower or such other Person as Borrower may reasonably request in connection with such Release.
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Release of Collateral Properties. From time to time the Borrower may request, upon not less than 10 Business Days ten (10) days’ prior written notice to the Administrative Agent or such shorter period as may be acceptable to the Administrative Agent, that a Collateral Property be released from the Liens created by the Security Documents applicable thereto, which release (the “Collateral 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 Collateral Property Release:
(a) no No Default or Event of Default exists or would will exist immediately after giving effect to such Collateral Property Release;
(b) Immediately prior to such Collateral Property Release (i) the representations Debt Service Coverage Ratio is not less than the Minimum DSCR Hurdle, (ii) the outstanding principal balance of the Loans does not exceed the sum of the Advance Rate Values of all of the Collateral Properties, and warranties made or deemed made by (iii) the Borrower and each other Loan Party is 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 extension compliance with the same force and effect as if made on and as provisions 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 in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsSection 10.1.;
(c) the The Borrower shall have delivered to the Administrative Agent a certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to its satisfaction, that upon such Collateral Property Release (and taking into account any prepayment of the Loans to be made prior to or at the time of such Collateral Property Release), (i) the Debt Service Coverage Ratio for the Remaining Collateral Properties shall not be less than the Minimum DSCR Hurdle, (ii) the outstanding principal balance of the Loans shall not exceed the sum of the Advance Rate Values of all of the Remaining Collateral Properties, and (iii) the Borrower shall be in compliance with the provisions of Section 10.1.;
(d) Upon such Collateral Property Release, at least five Collateral Properties having an aggregate Operating Property Value of not less than $250,000,000 shall remain in the Collateral Pool;
(e) Such Collateral Property Release shall be permitted under Section 4.4.; and
(f) The Borrower shall have delivered to the Administrative Agent all documents and instruments reasonably requested by the Agent Administrative agent in connection with such Release including, without limitationCollateral Property Release. Simultaneously with the Collateral Property Release, the following:
(i) a quitclaim deed or other instrument to be used to effect Administrative Agent shall release the Subsidiary Guarantor that owns such Release; and
(ii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected released Collateral Property (and appropriate corrective endorsements with respect to from its obligations under the Subsidiary Guaranty, provided such Subsidiary Guarantor does not own any other mortgagee policies of title insurance on Collateral Properties which have tie-in clauses which are affected by the release); and
(d) the Borrower shall have delivered a Compliance Certificate giving pro forma effect to such Release;
(e) the Borrower shall have delivered to the Agent a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to such Release and indicating that the aggregate outstanding principal balance of Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release; and
(f) the outstanding principal balance of the Loans, together with the aggregate principal amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release and any prepayment to be made and/or the acceptance of any Property pursuant to Section 4.1. which is to be given concurrently with such Release as an additional or replacement Collateral Property. In connection with a ReleaseExcept as set forth in this Section 4.2., the Borrower no Collateral Property shall deliver to the Agent a certificate be released from the Borrower’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (b). After giving effect to any request that a Collateral Property owned by a Subsidiary cease to be included in determinations of the Borrowing Base, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, (x) such Subsidiary from the Guaranty as provided in and subject to Section 8.12.(b) and (y) if such Collateral Property is a NY Property, the Equity Interest of the NY Owner that owns such NY Property from the Lien Liens created by the Pledge Agreement. In Security Documents applicable thereto and no Subsidiary Guarantor shall be released from its obligations under the case of any Collateral Property located in a jurisdiction imposing a mortgage recording tax, the Agent agrees to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings in connection with such Release, including without limitation, reassigning, on an “as is” basis and without recourse, the applicable Security Deed to the Borrower or such other Person as Borrower may reasonably request in connection with such ReleaseSubsidiary Guaranty.
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Release of Collateral Properties. From time to time the Borrower may request, upon not less than 10 Business Days prior written notice to the Agent, that a Collateral Property be released from the Liens created by the Security Documents applicable thereto, which release (the “Release”) shall be effected by the Agent if all of the following conditions are satisfied as of the date of such Release:
(a) Provided no Default or Event of Default exists shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 5.3), Administrative Agent shall release, upon the request of Parent, (x) from the lien or security title of the Security Documents a Collateral Property and the personal property solely used on or with respect to such Release;
Collateral Property and (y) if such Borrower is not an owner or lessee of any other Collateral Property or owner of other Collateral, such Borrower from its obligations as a Borrower under the Credit Agreement and the other Loan Documents, in each case, subject to and upon the following terms and conditions: (a) Parent shall deliver to Administrative Agent, no later than five (5) Business Days prior to the date on which such release is to be effected, written notice of Borrowers’ desire to obtain such release; (b) Parent, on behalf of Borrowers shall submit to Administrative Agent with such request a Compliance Certificate prepared using the representations financial statements of Parent and warranties made Trilogy Investors most recently provided or deemed made by the Borrower and each other Loan Party required to be provided to Administrative Agent under Section 6.4 or 7.4 adjusted in the Loan Documents best good faith estimate of Borrowers 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 extension with the same force and give effect as if made on and as of such date except to the extent proposed release and demonstrating that no Default or Event of Default with respect to the covenants set forth in Section 9 referred to therein shall exist after giving effect to such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents;
release; (c) the If such release is in connection with a sale or refinancing, such sale or refinancing shall be with a Person that is not a Borrower or a Subsidiary thereof; (d) all release documents to be executed by Administrative Agent shall have delivered be in form and substance reasonably satisfactory to the Agent Administrative Agent; (e) Borrowers shall pay all documents reasonable, out-of-pocket costs and instruments reasonably requested by the expenses of Administrative Agent in connection with such Release includingrelease, without limitation, the following:
(i) a quitclaim deed or other instrument to be used to effect such Releaseincluding reasonable attorney’s fees; and
(ii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected Collateral Property (and appropriate corrective endorsements with respect to any other mortgagee policies of title insurance on Collateral Properties which have tie-in clauses which are affected by the release); and
(d) the Borrower shall have delivered a Compliance Certificate giving pro forma effect to such Release;
(e) the Borrower shall have delivered to the Agent a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to such Release and indicating that the aggregate outstanding principal balance of Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release; and
(f) Borrowers shall pay to Administrative Agent, for the account of the Lenders, a release price, which payment shall be applied, notwithstanding the provisions of Section 3.6, to reduce the outstanding principal balance of the LoansReal Estate Revolving Loans in an amount equal to the amount, together with if any, necessary for the aggregate principal amount of all Letter of Aggregate Revolving Credit Liabilities, will not exceed Obligations to equal or be less than the Real Estate Borrowing Base after giving effect to such Release and any prepayment to be made and/or the acceptance of any Property pursuant to Section 4.1. which is to be given concurrently with such Release as an additional or replacement Collateral Property. In connection with a Release, the Borrower shall deliver to the Agent a certificate from the Borrower’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (b). After giving effect to any request that a Collateral Property owned by a Subsidiary cease to be included in determinations of the Borrowing Base, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, (x) such Subsidiary from the Guaranty as provided in and subject to Section 8.12.(b) and (y) if such Collateral Property is a NY Property, the Equity Interest of the NY Owner that owns such NY Property from the Lien created by the Pledge Agreement. In the case of any Collateral Property located in a jurisdiction imposing a mortgage recording tax, the Agent agrees to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings in connection with such Release, including without limitation, reassigning, on an “as is” basis and without recourse, the applicable Security Deed to the Borrower or such other Person as Borrower may reasonably request in connection with such Release.Availability; 97 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4
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Samples: Senior Secured Credit Agreement (American Healthcare REIT, Inc.)
Release of Collateral Properties. From time to time the Borrower may request, upon not less than 10 Business Days ten (10) days’ prior written notice to the Administrative Agent or such shorter period as may be acceptable to the Administrative Agent, that a Collateral Property be released from the Liens created by the Security Documents applicable thereto, which release (the “Collateral 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 Collateral Property Release:
(a) no No Default or Event of Default exists or would will exist immediately after giving effect to such Collateral Property Release;
(b) Immediately prior to such Collateral Property Release (i) the representations Debt Service Coverage Ratio is not less than the Minimum DSCR Hurdle, (ii) the outstanding principal balance of the Loans does not exceed the sum of the Advance Rate Values of all of the Collateral Properties, and warranties made or deemed made by (iii) the Borrower and each other Loan Party is 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 extension compliance with the same force and effect as if made on and as provisions 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 in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsSection 10.1.;
(c) the The Borrower shall have delivered to the Administrative Agent a certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to its satisfaction, that upon such Collateral Property Release (and taking into account any prepayment of the Loans to be made prior to or at the time of such Collateral Property Release), (i) the Debt Service Coverage Ratio for the Remaining Collateral Properties shall not be less than the Minimum DSCR Hurdle, (ii) the outstanding principal balance of the Loans shall not exceed the sum of the Advance Rate Values of all of the Remaining Collateral Properties, and (iii) the Borrower shall be in compliance with the provisions of Section 10.1.;
(d) Upon such Collateral Property Release, at least five Collateral Properties (including two Required Collateral Properties) having an aggregate Operating Property Value of not less than $250,000,000 shall remain in the Collateral Pool;
(e) Such Collateral Property Release shall be permitted under Section 4.4.; and
(f) The Borrower shall have delivered to the Administrative Agent all documents and instruments reasonably requested by the Agent Administrative agent in connection with such Release including, without limitationCollateral Property Release. Simultaneously with the Collateral Property Release, the following:
(i) a quitclaim deed or other instrument to be used to effect Administrative Agent shall release the Subsidiary Guarantor that owns such Release; and
(ii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected released Collateral Property (and appropriate corrective endorsements with respect to from its obligations under the Subsidiary Guaranty, provided such Subsidiary Guarantor does not own any other mortgagee policies of title insurance on Collateral Properties which have tie-in clauses which are affected by the release); and
(d) the Borrower shall have delivered a Compliance Certificate giving pro forma effect to such Release;
(e) the Borrower shall have delivered to the Agent a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to such Release and indicating that the aggregate outstanding principal balance of Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release; and
(f) the outstanding principal balance of the Loans, together with the aggregate principal amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release and any prepayment to be made and/or the acceptance of any Property pursuant to Section 4.1. which is to be given concurrently with such Release as an additional or replacement Collateral Property. In connection with a ReleaseExcept as set forth in this Section 4.2., the Borrower no Collateral Property shall deliver to the Agent a certificate be released from the Borrower’s chief executive officer or chief financial officer regarding the matters referred to in the immediately preceding clauses (a) and (b). After giving effect to any request that a Collateral Property owned by a Subsidiary cease to be included in determinations of the Borrowing Base, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, (x) such Subsidiary from the Guaranty as provided in and subject to Section 8.12.(b) and (y) if such Collateral Property is a NY Property, the Equity Interest of the NY Owner that owns such NY Property from the Lien Liens created by the Pledge Agreement. In Security Documents applicable thereto and no Subsidiary Guarantor shall be released from its obligations under the case of any Collateral Property located in a jurisdiction imposing a mortgage recording tax, the Agent agrees to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings in connection with such Release, including without limitation, reassigning, on an “as is” basis and without recourse, the applicable Security Deed to the Borrower or such other Person as Borrower may reasonably request in connection with such ReleaseSubsidiary Guaranty.
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Release of Collateral Properties. From time to time the Borrower may request, upon not less than 10 Business Days prior written notice to the Agent, that a Collateral Property be released from the Liens created by the Security Documents applicable thereto, which release (the “Release”) shall be effected by the Agent if all of the following conditions are satisfied as of the date of such Release:
(a) no Default or Event of Default exists or would exist immediately after giving effect to such Release;
(b) 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 are true and correct in all material respects on immediately prior to and as of the date of after giving effect to such extension 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 in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents;
(c) the Borrower shall have delivered to the Agent all documents and instruments reasonably requested by the Agent in connection with such Release including, without limitation, the following:
(i) a quitclaim deed deed, assignment, termination statement or other instrument to be used to effect such Release; and
(ii) an appropriate endorsement to the mortgagee title insurance policy in effect with respect to the affected Collateral Property (Property, if applicable, and appropriate corrective endorsements with respect to any other mortgagee policies of title insurance on Collateral Properties which have tie-in clauses which are affected by the release)Release; and
(d) the Borrower shall have delivered a Compliance Certificate showing compliance, on a Pro Forma Basis after giving pro forma effect to such ReleaseRelease as of the last day of the most-recently ended fiscal quarter of the Borrower, with the covenants set forth in Section 10.11.;
(e) the Borrower shall have delivered to the Agent a Borrowing Base Certificate reflecting the Borrowing Base after giving effect to such Release and indicating that the aggregate outstanding principal balance of Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release; and
(f) the outstanding principal balance of the Loans, together with the aggregate principal amount of all Letter of Credit Liabilities, will not exceed the Borrowing Base after giving effect to such Release and any prepayment to be made and/or the acceptance of any Property pursuant to Section 4.1. which is to be given concurrently with such Release as an additional or replacement Collateral Property; and
(f) after giving effect to such Release 70% of the aggregate Appraised Values (or in the case of the Florida Property, the lesser of (i) 70% of the Appraised Value of the Florida Property or (ii) the Florida Sublimit) of the remaining Collateral Properties equals or exceeds $100,000,000. In connection with a Release, the Borrower shall deliver to the Agent a certificate from the Borrower’s chief executive officer or chief financial officer of a Financial Officer regarding the matters referred to in the immediately preceding clauses (a), (b) and (bf). After giving effect to any request that a Collateral Property owned by a Subsidiary cease to be included in determinations of the Borrowing Base, the Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, (x) such Subsidiary from the Guaranty as provided in and subject to Section 8.12.(b) and (y) if such Collateral Property is a NY Property, the Equity Interest of the NY Owner that owns such NY Property from the Lien created by the Pledge Agreement. In the case of any Collateral Property located in a jurisdiction imposing a mortgage recording tax, the Agent agrees to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings in connection with such Release, including without limitation, reassigning, on an “as is” basis and without recourse, the applicable Security Deed to the Borrower or such other Person as Borrower may reasonably request in connection with such Release.
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