Common use of Removal of Real Estate from the Unencumbered Asset Pool Clause in Contracts

Removal of Real Estate from the Unencumbered Asset Pool. 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 §5.4), the Agent shall remove Real Estate from the Unencumbered Asset Pool upon the request of the Borrower subject to and upon the following terms and conditions: (a) If the Unencumbered Asset Pool Value attributable to such Real Estate to be removed is greater than $10,000,000, the Borrower shall deliver to the Agent a written notice of its desire to obtain such removal no later than ten (10) days prior to the date on which such removal is to be effected; (b) If the Unencumbered Asset Pool Value attributable to such Real Estate to be removed is greater than $10,000,000, Parent Company shall submit to the Agent with such request a Compliance Certificate prepared using the financial statements of Parent Company most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of Parent Company to give effect to the proposed removal and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such removal; (c) the Borrower remains in compliance with the covenants set forth in §9; and (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such removal, including without limitation, reasonable attorney’s fees. Notwithstanding the foregoing, in the event that the conditions set forth above in this §5.4 are not satisfied and no Default or Event of Default shall have occurred and be continuing, the Borrower may still remove Real Estate from the Unencumbered Asset Pool upon the request of Borrower and the prior written consent of Agent and the Required Lenders.

Removal of Real Estate from the Unencumbered Asset Pool. 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 §5.4)) and the Borrower remains in compliance with the covenants set forth in §9, the Agent shall remove Real Estate from the Unencumbered Asset Pool in connection with a sale, other disposition or refinance upon the request of the Borrower subject to and upon the following terms and conditions: (a) If the Unencumbered Asset Pool Value attributable to such Real Estate to be removed is greater than $10,000,000, the Borrower shall deliver to the Agent and all of the Lenders a written notice of its desire to obtain such removal no later than ten (10) days prior to the date on which such removal is to be effected; (b) If the Unencumbered Asset Pool Value attributable to such Real Estate to be removed is greater than $10,000,000, Parent Company shall submit to the Agent with such request a Compliance Certificate prepared using the financial statements of Parent Company most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of Parent Company to give effect to the proposed removal and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such removal; (c) the Borrower remains in compliance with the covenants set forth in §9[intentionally omitted]; and (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such removal, including without limitation, reasonable attorney’s fees. Notwithstanding anything to the foregoing, in the event that the conditions set forth above contrary contained in this §5.4 are not satisfied and 5.4, the Borrower shall obtain the prior written consent of the Required Lenders prior to the removal of the Metro Property or the Suwanee Property from the Unencumbered Asset Pool other than pursuant to §7.18(c) or §7.18(d), or in connection with the sale, other disposition or refinancing of such Real Estate so long as no Default or Event of Default shall have occurred hereunder and be continuing, continuing or in connection with refinancing or repayment of the Obligations and the return of all Letters of Credit (other than Letters of Credit the expirations of which extend beyond the Letter of Credit Expiration Date as permitted under §2.10 and in respect to which the Borrower may still remove Real Estate from has satisfied the Unencumbered Asset Pool upon requirements of such section or §2.12, as applicable) in full and termination of the request obligation to provide additional Loans or issue additional Letters of Borrower and Credit to the prior written consent of Agent and the Required LendersBorrower.

Removal of Real Estate from the Unencumbered Asset Pool. 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 §5.4), the Agent shall remove Real Estate from the Unencumbered Asset Pool upon the request of the Borrower subject to and upon the following terms and conditions: (a) If the Unencumbered Asset Pool Value attributable to such Real Estate to be removed is greater than $10,000,000, the Borrower shall deliver to the Agent a written notice of its desire to obtain such removal no later than ten (10) days prior to the date on which such removal is to be effected; (b) If the Unencumbered Asset Pool Value attributable to such Real Estate to be removed is greater than $10,000,000, Parent Company shall submit to the Agent with such request a Compliance Certificate prepared using the financial statements of Parent Company most recently provided or required to be provided to the Agent under §6.4 or §7.4 adjusted in the best good faith estimate of Parent Company to give effect to the proposed removal and demonstrating that no Default or Event of Default with respect to the covenants referred to therein shall exist after giving effect to such removal; (c) the Borrower remains in compliance with the covenants set forth in §9; and (d) the Borrower shall pay all reasonable out-of-pocket costs and expenses of the Agent in connection with such removal, including including, without limitation, reasonable attorney’s fees. Notwithstanding the foregoing, in the event that the conditions set forth above in this §5.4 are not satisfied and no Default or Event of Default shall have occurred and be continuing, the Borrower may still remove Real Estate from the Unencumbered Asset Pool upon the request of Borrower and the prior written consent of Agent and the Required Lenders.