Common use of Release upon Certain Events Clause in Contracts

Release upon Certain Events. In the event that (i) all of the capital stock or other Equity Interests of any Guarantor is sold or otherwise disposed of in a transaction 135 permitted by Section 7.05(d) (except to the extent that such sale or disposition is to the Borrower or any other Loan Party) or (ii) a Guarantor (w) does not own any Projects that are Unencumbered Eligible Projects, (x) does not receive any fees under any Management Contracts, (y) does not have any Letters of Credit issued for the account of such Guarantor, and (z) is not a Wholly-Owned REIT Subsidiary, then such Guarantor shall be released from its obligations under this Guaranty and the other Loan Documents; provided, that the Borrower shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for release (a “Guarantor Release Notice”), together with an Officer’s Certificate certifying that (x) in the case of clause (i) above, such sale or disposition is as a result of a transaction permitted under this Agreement and (y) as of the effective date of such release (as set forth in the Guarantor Release Notice) such Guarantor (1) will not own any Projects that are Unencumbered Eligible Projects, (2) will not receive any fees under any Management Contracts, (3) will not have any Letters of Credit issued for its account and (4) is not a Wholly-Owned REIT Subsidiary. The Administrative Agent will (at the sole cost of the Company) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and the L/C Issuer irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Company or such Guarantor may reasonably request to evidence the release of such Guarantor from its obligations hereunder and under the other Loan Documents, which documents shall be reasonably satisfactory to the Administrative Agent.

Release upon Certain Events. In At the event that (i) all request of the capital stock or other Equity Interests of Borrower, any Guarantor is sold or otherwise disposed of in a transaction 135 permitted by Section 7.05(d) (except to the extent that such sale or disposition is to the Borrower or any other Loan Party) or (ii) a Guarantor (w) does not own any Projects that are Unencumbered Eligible Projects, (x) does not receive any fees under any Management Contracts, (y) does not have any Letters of Credit issued for the account of such Guarantor, and (z) is not a Wholly-Owned REIT Subsidiary, then such Guarantor shall may be released from its obligations under this Guaranty and the other Loan Documents; provided, that Documents subject to the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for such release (a “Guarantor Release Notice”), together with an Officer’s Certificate certifying that (xii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of clause (iSection 5.19, all respects) above, such sale or disposition is as a result of a transaction permitted under this Agreement on and (y) as of the effective date of such release and, both before and after giving effect to such release, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the Guarantor Release Noticeforegoing clause (x)) after giving effect to such Guarantor qualification and (z) for purposes of this Section 10.10, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iii) immediately after giving effect to such release, if such release occurs (1) will not own any Projects that are Unencumbered Eligible Projectsduring the Covenant Waiver Period, the Loan Parties shall be in compliance with Section 7.19 and (2) on or after the Covenant Waiver Period Termination Date, the Loan Parties shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11(e) and (f), (iv) no Default shall have occurred and be continuing (unless such Default relates solely to an Unencumbered Eligible Property owned or ground leased by such Guarantor, which will not receive any fees no longer be an Unencumbered Eligible Property upon such Guarantor’s release) or would result under any Management Contractsother provision of this Agreement after giving effect to such release, (3) will not have any Letters of Credit issued for its account and (4v) is not a Wholly-Owned REIT Subsidiarythe Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that the conditions in clauses (ii) through (iv) above have been satisfied. The Administrative Agent will (at the sole cost of the CompanyBorrower) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and the L/C Issuer Issuers irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Company Borrower or such Guarantor may reasonably request to evidence the release of such Guarantor from its obligations hereunder and under the other Loan Documents, which documents shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, each Unencumbered Eligible Property that is owned or ground leased directly or indirectly by a Guarantor that has been released from its obligations hereunder and under the other Loan Documents pursuant to Section 10.10(b) will immediately upon such release cease to be an Unencumbered Eligible Property.

Release upon Certain Events. In At the event that (i) all request of the capital stock or other Equity Interests of Borrower, any Guarantor is sold or otherwise disposed of in a transaction 135 permitted by Section 7.05(d) (except to the extent that such sale or disposition is to the Borrower or any other Loan Party) or (ii) a Guarantor (w) does not own any Projects that are Unencumbered Eligible Projects, (x) does not receive any fees under any Management Contracts, (y) does not have any Letters of Credit issued for the account of such Guarantor, and (z) is not a Wholly-Owned REIT Subsidiary, then such Guarantor shall may be released from its obligations under this Guaranty and the other Loan Documents; provided, that Documents subject to the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for such release (a “Guarantor Release Notice”), together with an Officer’s Certificate certifying that (xii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of clause (iSection 5.19, all respects) above, such sale or disposition is as a result of a transaction permitted under this Agreement 146 on and (y) as of the effective date of such release and, both before and after giving effect to such release, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the Guarantor Release Noticeforegoing clause (x)) after giving effect to such Guarantor qualification and (z) for purposes of this Section 10.10, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iii) immediately after giving effect to such release, if such release occurs (1) will not own any Projects that are Unencumbered Eligible Projectsduring the Covenant Waiver Period, the Loan Parties shall be in compliance with Section 7.19 and (2) on or after the Covenant Waiver Termination Date, the Loan Parties shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11(e) and (f), (iv) no Default shall have occurred and be continuing (unless such Default relates solely to an Unencumbered Eligible Property owned or ground leased by such Guarantor, which will not receive any fees no longer be an Unencumbered Eligible Property upon such Guarantor’s release) or would result under any Management Contractsother provision of this Agreement after giving effect to such release, (3) will not have any Letters of Credit issued for its account and (4v) is not a Wholly-Owned REIT Subsidiarythe Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that the conditions in clauses (ii) through (iv) above have been satisfied. The Administrative Agent will (at the sole cost of the CompanyBorrower) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and the L/C Issuer Issuers irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Company Borrower or such Guarantor may reasonably request to evidence the release of such Guarantor from its obligations hereunder and under the other Loan Documents, which documents shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, each Unencumbered Eligible Property that is owned or ground leased directly or indirectly by a Guarantor that has been released from its obligations hereunder and under the other Loan Documents pursuant to Section 10.10(b) will immediately upon such release cease to be an Unencumbered Eligible Property.

Release upon Certain Events. In At the event that (i) all request of the capital stock or other Equity Interests of Borrower, any Guarantor is sold or otherwise disposed of in a transaction 135 permitted by Section 7.05(d) (except to the extent that such sale or disposition is to the Borrower or any other Loan Party) or (ii) a Guarantor (w) does not own any Projects that are Unencumbered Eligible Projects, (x) does not receive any fees under any Management Contracts, (y) does not have any Letters of Credit issued for the account of such Guarantor, and (z) is not a Wholly-Owned REIT Subsidiary, then such Guarantor shall may be released from its obligations under this Guaranty and the other Loan Documents; provided, that Documents subject to the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for such release (a “Guarantor Release Notice”), together with an Officer’s Certificate certifying that (xii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of clause (iSection 5.19, all respects) above, such sale or disposition is as a result of a transaction permitted under this Agreement on and (y) as of the effective date of such release and, both before and after giving effect to such release, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the Guarantor Release Noticeforegoing clause (x)) after giving effect to such Guarantor qualification and (z) for purposes of this Section 10.10, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iii) immediately after giving effect to such release, if such release occurs (1) will not own any Projects that are Unencumbered Eligible Projectsduring the Covenant Waiver Period, the Loan Parties shall be in compliance with Section 7.19 and (2) on or after the Covenant Waiver Period Termination Date, the Loan Parties shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11(e) and (f), (iv) no Default shall have occurred and be continuing (unless such Default relates solely to an Unencumbered Eligible Property owned or ground leased by such Guarantor, which will not receive any fees no longer be an Unencumbered Eligible Property upon such Guarantor’s release) or would result under any Management Contractsother provision of this Agreement after giving effect to such release, (3) will not have any Letters of Credit issued for its account and (4v) is not a Wholly-Owned REIT Subsidiarythe Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that the conditions in clauses (ii) through (iv) above have been satisfied. The Administrative Agent will (at the sole cost of the CompanyBorrower) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and the L/C Issuer Issuers 148 irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Company Borrower or such Guarantor may reasonably request to evidence the release of such Guarantor from its obligations hereunder and under the other Loan Documents, which documents shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, each Unencumbered Eligible Property that is owned or ground leased directly or indirectly by a Guarantor that has been released from its obligations hereunder and under the other Loan Documents pursuant to Section 10.10(b) will immediately upon such release cease to be an Unencumbered Eligible Property.

Release upon Certain Events. In At the event that (i) all request of the capital stock or other Equity Interests of Borrower, any Guarantor is sold or otherwise disposed of in a transaction 135 permitted by Section 7.05(d) (except to the extent that such sale or disposition is to the Borrower or any other Loan Party) or (ii) a Guarantor (w) does not own any Projects that are Unencumbered Eligible Projects, (x) does not receive any fees under any Management Contracts, (y) does not have any Letters of Credit issued for the account of such Guarantor, and (z) is not a Wholly-Owned REIT Subsidiary, then such Guarantor shall may be released from its obligations under this Guaranty and the other Loan Documents; provided, that Documents subject to the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for such release (a “Guarantor Release Notice”), together with an Officer’s Certificate certifying that (xii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of clause (iSection 5.19, all respects) above, such sale or disposition is as a result of a transaction permitted under this Agreement on and (y) as of the effective date of such release and, both before and after giving effect to such release, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the Guarantor Release Noticeforegoing clause (x)) after giving effect to such Guarantor qualification and (z) for purposes of this Section 10.10, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iii) immediately after giving effect to such release, if such release occurs (1) will not own any Projects that are Unencumbered Eligible Projectsduring the Covenant Waiver Period, the Loan Parties shall be in compliance with Section 7.19 and (2) on or after the Covenant Waiver Period Termination Date, the Loan Parties shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11(e) and (f), (iv) no Default shall have occurred and be continuing (unless such Default relates solely to an Unencumbered Eligible Property owned or ground leased by such Guarantor, which will not receive any fees no longer be an Unencumbered Eligible Property upon such Guarantor’s release) or would result under any Management Contractsother provision of this Agreement after giving effect to such release, (3) will not have any Letters of Credit issued for its account and (4v) is not a Wholly-Owned REIT Subsidiarythe Borrower shall have delivered to the Administrative Agent 149 an Officer’s Certificate certifying that the conditions in clauses (ii) through (iv) above have been satisfied. The Administrative Agent will (at the sole cost of the CompanyBorrower) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and the L/C Issuer Issuers irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Company Borrower or such Guarantor may reasonably request to evidence the release of such Guarantor from its obligations hereunder and under the other Loan Documents, which documents shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, each Unencumbered Eligible Property that is owned or ground leased directly or indirectly by a Guarantor that has been released from its obligations hereunder and under the other Loan Documents pursuant to Section 10.10(b) will immediately upon such release cease to be an Unencumbered Eligible Property.

Release upon Certain Events. In At the event that (i) all request of the capital stock or other Equity Interests of Borrower, any Guarantor is sold or otherwise disposed of in a transaction 135 permitted by Section 7.05(d) (except to the extent that such sale or disposition is to the Borrower or any other Loan Party) or (ii) a Guarantor (w) does not own any Projects that are Unencumbered Eligible Projects, (x) does not receive any fees under any Management Contracts, (y) does not have any Letters of Credit issued for the account of such Guarantor, and (z) is not a Wholly-Owned REIT Subsidiary, then such Guarantor shall may be released from its obligations under this Guaranty and the other Loan Documents; provided, that Documents subject to the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for such release (a “Guarantor Release Notice”), together with an Officer’s Certificate certifying that (xii) the representations and warranties contained in Article V and the case of clause (i) above, such sale or disposition is as a result of a transaction permitted under this Agreement other Loan Documents are true and (y) correct in all material respects on and as of the effective date of such release and, both before and after giving effect to such release, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as set forth of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (z) for purposes of this Section 10.10, the Guarantor Release Noticerepresentations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iii) immediately after giving effect to such Guarantor release the Loan Parties shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11(e) and (1f), (iv) will not own any Projects that are no Default shall have occurred and be continuing (unless such Default relates solely to an Unencumbered Eligible ProjectsProperty owned or leased by such Guarantor, (2which will no longer be an Unencumbered Eligible Property upon such Guarantor’s release) will not receive any fees or would result under any Management Contractsother provision of this Agreement after giving effect to such release, (3) will not have any Letters of Credit issued for its account and (4v) is not a Wholly-Owned REIT Subsidiarythe Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that the conditions in clauses (ii) through (iv) above have been satisfied. The Administrative Agent will (at the sole cost of the CompanyBorrower) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and the L/C Issuer Issuers irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Company Borrower or such Guarantor may reasonably request to evidence the release of such Guarantor from its obligations hereunder and under the other Loan Documents, which documents shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, each Unencumbered Eligible Property that is owned directly or indirectly by a Guarantor that has been released from its obligations hereunder and under the other Loan Documents pursuant to Section 10.10(b) will immediately upon such release cease to be an Unencumbered Eligible Property.

Release upon Certain Events. In At the event that (i) all request of the capital stock or other Equity Interests of Borrower, any Guarantor is sold or otherwise disposed of in a transaction 135 permitted by Section 7.05(d) (except to the extent that such sale or disposition is to the Borrower or any other Loan Party) or (ii) a Guarantor (w) does not own any Projects that are Unencumbered Eligible Projects, (x) does not receive any fees under any Management Contracts, (y) does not have any Letters of Credit issued for the account of such Guarantor, and (z) is not a Wholly-Owned REIT Subsidiary, then such Guarantor shall may be released from its obligations under this Guaranty and the other Loan Documents; provided, that Documents subject to the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for such release (a “Guarantor Release Notice”), together with an Officer’s Certificate certifying that (xii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of clause (iSection 5.19, all respects) above, such sale or disposition is as a result of a transaction permitted under this Agreement on and (y) as of the effective date of such release and, both before and after giving effect to such release, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as set forth of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (z) for purposes of this Section 10.10, the Guarantor Release Noticerepresentations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iii) immediately after giving effect to such Guarantor release the Loan Parties shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11(e) and (1f), (iv) will not own any Projects that are no Default shall have occurred and be continuing (unless such Default relates solely to an Unencumbered Eligible ProjectsProperty owned or ground leased by such Guarantor, (2which will no longer be an Unencumbered Eligible Property upon such Guarantor’s release) will not receive any fees or would result under any Management Contractsother provision of this Agreement after giving effect to such release, (3) will not have any Letters of Credit issued for its account and (4v) is not a Wholly-Owned REIT Subsidiarythe Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that the conditions in clauses (ii) through (iv) above have been satisfied. The Administrative Agent will (at the sole cost of the CompanyBorrower) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and the L/C Issuer Issuers irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Company Borrower or such Guarantor may reasonably request to evidence the release of such Guarantor from its obligations hereunder and under the other Loan Documents, which documents shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, each Unencumbered Eligible Property that is owned or ground leased directly or indirectly by a Guarantor that has been released from its obligations hereunder and under the other Loan Documents pursuant to Section 10.10(b) will immediately upon such release cease to be an Unencumbered Eligible Property.

Release upon Certain Events. In At the event that (i) all request of the capital stock or other Equity Interests of Borrower, any Guarantor is sold or otherwise disposed of in a transaction 135 permitted by Section 7.05(d) (except to the extent that such sale or disposition is to the Borrower or any other Loan Party) or (ii) a Guarantor (w) does not own any Projects that are Unencumbered Eligible Projects, (x) does not receive any fees under any Management Contracts, (y) does not have any Letters of Credit issued for the account of such Guarantor, and (z) is not a Wholly-Owned REIT Subsidiary, then such Guarantor shall may be released from its obligations under this Guaranty and the other Loan Documents; provided, that Documents subject to the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for such release (a “Guarantor Release Notice”), together with an Officer’s Certificate certifying that (xii) the representations and warranties contained in Article V and the case of clause (i) above, such sale or disposition is as a result of a transaction permitted under this Agreement other Loan Documents are true and (y) correct in all material respects on and as of the effective date of such release and, both before and after giving effect to such release, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as set forth of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (z) for purposes of this Section 10.10, the Guarantor Release Noticerepresentations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iii) immediately after giving effect to such Guarantor release the Loan Parties shall be in compliance, on a Pro Forma Basis, with the provisions of Section 7.11(e) and (1f), (iv) will not own any Projects that are no Default shall have occurred and be continuing (unless such Default relates solely to an Unencumbered Eligible ProjectsProperty owned or leased by such Guarantor, (2which will no longer be an Unencumbered Eligible Property upon such Guarantor’s release) will not receive any fees or would result under any Management Contractsother provision of this Agreement after giving effect to such release, (3) will not have any Letters of Credit issued for its account and (4v) is not a Wholly-Owned REIT Subsidiarythe Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that the conditions in clauses (ii) through (iv) above have been satisfied. The Administrative Agent will (at the sole cost of the CompanyBorrower) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and the L/C Issuer irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Company Borrower or such Guarantor may reasonably request to evidence the release of such Guarantor from its obligations hereunder and under the other Loan Documents, which documents shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, each Unencumbered Eligible Property that is owned directly or indirectly by a Guarantor that has been released from obligations hereunder and under the other Loan Documents pursuant to Section 10.10(b) will immediately upon such release cease to be an Unencumbered Eligible Property.