Common use of Removals from Unencumbered Assets Clause in Contracts

Removals from Unencumbered Assets. (i) Subject to Section 8.5(c), upon any Unencumbered Asset ceasing to qualify as an Unencumbered Asset, such Unencumbered Asset shall no longer be included in the calculation of the Unencumbered Asset Value. Within ten (10) Business Days after any such disqualification, the Borrower shall deliver to the Agent an Unencumbered Asset Certificate reflecting such disqualification, together with a statement of: (i) the identity of the disqualified Unencumbered Asset, and (ii) the Unencumbered Asset Value attributable to such Unencumbered Asset and (iii) the certificates required by Section 8.5(b)(iv). (ii) Subject to Section 8.5(c), the Borrower may voluntarily remove any Property from Unencumbered Assets (including as a result of any financing, sale, transfer or other disposition of any Unencumbered Asset in accordance with the terms of the Loan Documents) by delivering to the Agent, no later than ten (10) Business Days prior to the date on which such removal is to be effected (or, in the event such removal shall result from the financing, sale, transfer or other disposition of an Unencumbered Asset, ten (10) Business Days prior to such proposed sale, transfer or disposition), (x) an Unencumbered Asset Certificate reflecting such removal, together with a statement (A) that no Default or Event of Default then exists or would, upon the occurrence of such event or with the passage of time, result from such removal, (B) of the identity of the Unencumbered Asset being removed, and (C) the Unencumbered Asset Value attributable to such Unencumbered Asset and (y) the certificates required by Section 8.5(b)(iv). (iii) Notwithstanding anything to the contrary in this Agreement, in the event that a Property (a “Defaulted Property”) included in the calculation of the Unencumbered Asset Value fails to satisfy the requirements set forth in clause (e) of the definition of “Unencumbered Asset” as a result of conditions existing or effecting such Property for any period of time prior to the acquisition thereof by the Borrower, any other Obligor or any of their respective Subsidiaries of which the Borrower had no knowledge (any such failure a “Replacement Event”), then, if such Replacement Event results in a Default, the Borrower shall have thirty (30) days from the earlier of (x) the date the Agent notifies the Borrower that a Replacement Event has occurred or (y) the date the Borrower notifies the Agent that a Replacement Event has occurred in which to identify one or more Potential Unencumbered Asset(s) to cure such Default by replacing the Defaulted Property as an Unencumbered Asset and delivering to the Agent those items specified in Sections 8.5(a)(i)(A) - (C) and Section 8.5(b)(iv) with respect thereto and otherwise satisfy all conditions to such Property being accepted as an Unencumbered Asset pursuant to this Agreement (the “Replacement Conditions”). For the avoidance of doubt, in the event the Borrower fails to comply with the Replacement Conditions within the time periods set forth above, the right of the Borrower to cure such Default as provided in Section 8.5(b)(iii)(C) shall cease, and thereupon the Agent and the Lenders shall have any and all rights and remedies with respect to such Replacement Event as may be available under this Agreement and the other Loan Documents. (iv) Simultaneously with the delivery of the items required pursuant to Sections 8.5(b)(i), (ii) and (iii), the Borrower shall deliver to the Agent (A) a pro forma Compliance Certificate demonstrating, upon giving effect to such removal, replacement or disqualification, compliance with the covenants contained in Sections 9.1 through 9.3, 9.6 and 9.14 on a pro forma basis based upon the most recent financial statements available under Section 8.1 or 8.2, together with supporting calculations and (B) a Minimum Unencumbered Asset Certificate.

Removals from Unencumbered Assets. (i) Subject to Section 8.5(c), upon Upon any Unencumbered Asset ceasing to qualify as an Unencumbered Asset, such Unencumbered Asset shall no longer be included in the calculation of the Unencumbered Asset ValueValue or Unencumbered NOI. Within ten (10) Business Days after any such disqualification, the Borrower shall deliver to the Administrative Agent an Unencumbered Asset Certificate reflecting certificate of a Financial Officer of the Borrower describing such disqualification, together with a statement of: (i) the identity of the disqualified Unencumbered Asset, and (ii) the Unencumbered Asset Value attributable to such Unencumbered Asset and (iii) the certificates required by Section 8.5(b)(iv5.12(b)(iii). (ii) Subject to Section 8.5(c), the The Borrower may voluntarily remove any Property from Unencumbered Assets (including as a result of any financing, sale, transfer or other disposition Disposition of any Unencumbered Asset in accordance with the terms of the Loan Documents) by delivering to the Administrative Agent, no later than ten (10) Business Days prior to the date on which such removal is to be effected (or, in the event such removal shall result from the financing, sale, transfer or other disposition Disposition of an Unencumbered Asset, ten (10) Business Days prior to such proposed sale, transfer or dispositionDisposition), (x) an Unencumbered Asset Certificate reflecting certificate of a Financial Officer of the Borrower describing such removal, together with a statement (A) that no Default or Event of Default then exists or would, upon the occurrence of such event or with the passage of time, result from such removal, (B) of the identity of the Unencumbered Asset being removed, and (C) the Unencumbered Asset Value attributable to such Unencumbered Asset and (y) the certificates required by Section 8.5(b)(iv5.12(b)(iii). (iii) Notwithstanding anything to the contrary in this Agreement, in the event that a Property (a “Defaulted Property”) included in the calculation of the Unencumbered Asset Value fails to satisfy the requirements set forth in clause (e) of the definition of “Unencumbered Asset” as a result of conditions existing or effecting such Property for any period of time prior to the acquisition thereof by the Borrower, any other Obligor or any of their respective Subsidiaries of which the Borrower had no knowledge (any such failure a “Replacement Event”), then, if such Replacement Event results in a Default, the Borrower shall have thirty (30) days from the earlier of (x) the date the Agent notifies the Borrower that a Replacement Event has occurred or (y) the date the Borrower notifies the Agent that a Replacement Event has occurred in which to identify one or more Potential Unencumbered Asset(s) to cure such Default by replacing the Defaulted Property as an Unencumbered Asset and delivering to the Agent those items specified in Sections 8.5(a)(i)(A) - (C) and Section 8.5(b)(iv) with respect thereto and otherwise satisfy all conditions to such Property being accepted as an Unencumbered Asset pursuant to this Agreement (the “Replacement Conditions”). For the avoidance of doubt, in the event the Borrower fails to comply with the Replacement Conditions within the time periods set forth above, the right of the Borrower to cure such Default as provided in Section 8.5(b)(iii)(C) shall cease, and thereupon the Agent and the Lenders shall have any and all rights and remedies with respect to such Replacement Event as may be available under this Agreement and the other Loan Documents. (iv) Simultaneously with the delivery of the items required pursuant to Sections 8.5(b)(i), (ii5.12(b)(i) and (iiiii), the Borrower shall deliver to the Administrative Agent (A) a pro forma Compliance Certificate compliance certificate described in Section 5.1(c) demonstrating, upon giving effect to such removal, replacement or disqualification, compliance with the covenants contained in Sections 9.1 through 9.3, 9.6 and 9.14 Section 6.13 on a pro forma basis based upon the most recent financial statements available under Section 8.1 5.1(a) or 8.25.1(b), together with supporting calculations and (B) a Minimum Unencumbered Asset Certificatecalculations.

Removals from Unencumbered Assets. (i) Subject to Section 8.5(c), upon any Unencumbered Asset ceasing to qualify as an Unencumbered Asset, such Unencumbered Asset shall no longer be included in the calculation of the Unencumbered Asset Value. Within ten (10) 10 Business Days after any such disqualificationLoan Party’s disposition of any Unencumbered Senior Housing Asset or Unencumbered Mortgage Note, or after any Unencumbered Senior Housing Asset or Unencumbered Mortgage Note ceases to qualify as such, the Borrower shall deliver to the Agent an Unencumbered Senior Housing Asset Certificate reflecting such removal or disqualification, together with a statement of: (i) the identity of the disqualified Unencumbered AssetSenior Housing Asset or Unencumbered Mortgage Note being disposed of or disqualified, and (ii) the Unencumbered Asset Value attributable to such Unencumbered Senior Housing Asset and (iii) the certificates required by Section 8.5(b)(iv). (ii) Subject to Section 8.5(c), the or Unencumbered Mortgage Note. The Borrower also may voluntarily remove any Property Senior Housing Asset or Senior Housing Asset Pool from Unencumbered Senior Housing Assets (including as a result of or any financing, sale, transfer or other disposition of any promissory note from Unencumbered Asset in accordance with the terms of the Loan Documents) Mortgage Notes by delivering to the Agent, no later than ten (10) Business Days prior to the date on which such removal is to be effected (or, in the event such removal shall result from the financing, sale, transfer or other disposition of Agent an Unencumbered Asset, ten (10) Business Days prior to such proposed sale, transfer or disposition), (x) an Unencumbered Senior Housing Asset Certificate reflecting such removal, together with a statement (Aa) that no Default or Event of Default then exists or would, upon the occurrence of such event or with the passage of time, result from such removal, and (Bb) of (i) the identity of the Unencumbered Senior Housing Asset or Unencumbered Mortgage Note being removed, and (Cii) the Unencumbered Asset Value attributable to such Unencumbered Senior Housing Asset and (y) the certificates required by Section 8.5(b)(iv). (iii) Notwithstanding anything to the contrary in this Agreement, in the event that a Property (a “Defaulted Property”) included in the calculation of the or Unencumbered Asset Value fails to satisfy the requirements set forth in clause (e) of the definition of “Unencumbered Asset” as a result of conditions existing or effecting such Property for any period of time prior to the acquisition thereof by the Borrower, any other Obligor or any of their respective Subsidiaries of which the Borrower had no knowledge (any such failure a “Replacement Event”), then, if such Replacement Event results in a Default, the Borrower shall have thirty (30) days from the earlier of (x) the date the Agent notifies the Borrower that a Replacement Event has occurred or (y) the date the Borrower notifies the Agent that a Replacement Event has occurred in which to identify one or more Potential Unencumbered Asset(s) to cure such Default by replacing the Defaulted Property as an Unencumbered Asset and delivering to the Agent those items specified in Sections 8.5(a)(i)(A) - (C) and Section 8.5(b)(iv) with respect thereto and otherwise satisfy all conditions to such Property being accepted as an Unencumbered Asset pursuant to this Agreement (the “Replacement Conditions”). For the avoidance of doubt, in the event the Borrower fails to comply with the Replacement Conditions within the time periods set forth above, the right of the Borrower to cure such Default as provided in Section 8.5(b)(iii)(C) shall cease, and thereupon the Agent and the Lenders shall have any and all rights and remedies with respect to such Replacement Event as may be available under this Agreement and the other Loan Documents. (iv) Simultaneously with the delivery of the items required pursuant to Sections 8.5(b)(i), (ii) and (iii), the Borrower shall deliver to the Agent (A) a pro forma Compliance Certificate demonstrating, upon giving effect to such removal, replacement or disqualification, compliance with the covenants contained in Sections 9.1 through 9.3, 9.6 and 9.14 on a pro forma basis based upon the most recent financial statements available under Section 8.1 or 8.2, together with supporting calculations and (B) a Minimum Unencumbered Asset Certificate.Mortgage Note;

Removals from Unencumbered Assets. (i) Subject to Section 8.5(c), upon any Unencumbered Asset ceasing to qualify as an Unencumbered Asset, such Unencumbered Asset shall no longer be included in the calculation of the Unencumbered Asset Value. Within ten (10) Business Days after any such disqualification, the Borrower shall deliver to the Agent an Unencumbered Asset Certificate reflecting such disqualification, together with a statement of: (i) the identity of the disqualified Unencumbered Asset, and (ii) the Unencumbered Asset Value attributable to such Unencumbered Asset and (iii) the certificates required by Section 8.5(b)(iv)Asset. (ii) Subject to Section 8.5(c), the Borrower may voluntarily remove any Property from Unencumbered Assets (including as a result of any financing, sale, transfer or other disposition of any Unencumbered Asset in accordance with the terms of the Loan Documents) by delivering to the Agent, no later than ten (10) Business Days prior to the date on which such removal is to be effected (or, in the event such removal shall result from the financing, sale, transfer or other disposition of an Unencumbered Asset, ten (10) Business Days prior to such proposed sale, transfer or disposition), (x) an Unencumbered Asset Certificate reflecting such removal, together with a statement (Ax) that no Default or Event of Default then exists or would, upon the occurrence of such event or with the passage of time, result from such removal, (By) of the identity of the Unencumbered Asset being removed, and (Cz) the Unencumbered Asset Value attributable to such Unencumbered Asset and (y) the certificates required by Section 8.5(b)(iv)Asset. (iii) Notwithstanding anything to the contrary in this Agreement, in the event that a Property (a “Defaulted Property”) included in the calculation of the Unencumbered Asset Value fails to satisfy the requirements set forth in clause (e) of the definition of “Unencumbered Asset” as a result of conditions existing or effecting such Property for any period of time prior to the acquisition thereof by the Borrower, any other Obligor or any of their respective Subsidiaries of which the Borrower had no knowledge or the Borrower or the Agent determines that the information contained in the operating statements and rent roll relating to such Property for any period of time prior to the acquisition thereof by the Borrower, any other Obligor or any of their respective Subsidiaries and previously delivered to the Agent as an Unencumbered Asset Qualification Document was not true, complete and correct at the time of such delivery and the Borrower had no knowledge of the same (any such failure or determination a “Replacement Event”), then, if such Replacement Event results in a Default, the Borrower shall have thirty (30) days from the earlier of (x) the date the Agent notifies the Borrower that a Replacement Event has occurred or (y) the date the Borrower notifies the Agent that a Replacement Event has occurred in which to identify one or more Potential Unencumbered Asset(s) to cure such Default by replacing the Defaulted Property as an Unencumbered Asset and delivering to the Agent those items specified in Sections 8.5(a)(i)(A) - (C) and Section 8.5(b)(iv8.5(a)(i)(A)—(D) with respect thereto and otherwise satisfy all conditions to such Property being accepted as an Unencumbered Asset pursuant to this Agreement (the “Replacement Conditions”). For the avoidance of doubt, in the event the Borrower fails to comply with the Replacement Conditions within the time periods set forth aboveabove or the Requisite Lenders disapprove of the replacement of the Defaulted Property with the Potential Unencumbered Asset(s) following a Replacement Event, the right of the Borrower to cure such Default as provided in Section 8.5(b)(iii)(C) shall cease, and thereupon the Agent and the Lenders shall have any and all rights and remedies with respect to such Replacement Event as may be available under this Agreement and the other Loan Documents. (iv) Simultaneously with the delivery of the items required pursuant to Sections 8.5(b)(i), (ii) and (iii), the Borrower shall deliver to the Agent (A) a pro forma Compliance Certificate demonstrating, upon giving effect to such removal, replacement or disqualification, on a pro forma basis, compliance with the covenants contained in Sections 9.1 through 9.3, 9.6 and 9.14 on a pro forma basis based upon the most recent financial statements available under Section 8.1 or 8.2, together with supporting calculations and (B) a Minimum Unencumbered Asset Certificate.

Removals from Unencumbered Assets. (i) Subject to Section 8.5(c), upon any Unencumbered Asset ceasing to qualify as an Unencumbered Asset, such Unencumbered Asset shall no longer be included in the calculation of the Unencumbered Asset Value. Within ten (10) Business Days after any such disqualification, the Borrower shall deliver to the Agent an Unencumbered Asset Certificate reflecting such disqualification, together with a statement of: (i) the identity of the disqualified Unencumbered Asset, and (ii) the Unencumbered Asset Value attributable to such Unencumbered Asset and (iii) the certificates required by Section 8.5(b)(iv)Asset. (ii) Subject to Section 8.5(c), the Borrower may voluntarily remove any Property from Unencumbered Assets (including as a result of any financing, sale, transfer or other disposition of any Unencumbered Asset in accordance with the terms of the Loan Documents) by delivering to the Agent, no later than ten (10) Business Days prior to the date on which such removal is to be effected (or, in the event such removal shall result from the financing, sale, transfer or other disposition of an Unencumbered Asset, ten (10) Business Days prior to such proposed sale, transfer or disposition), (x) an Unencumbered Asset Certificate reflecting such removal, together with a statement (Ax) that no Default or Event of Default then exists or would, upon the occurrence of such event or with the passage of time, result from such removal, (By) of the identity of the Unencumbered Asset being removed, and (Cz) of the Unencumbered Asset Value attributable to such Unencumbered Asset and (y) the certificates required by Section 8.5(b)(iv)Asset. (iii) Notwithstanding anything to the contrary in this Agreement, in the event that a Property (a “Defaulted Property”) included in the calculation of the Unencumbered Asset Value fails to satisfy the requirements set forth in clause (e) of the definition of “Unencumbered Asset” as a result of conditions existing or effecting such Property for any period of time prior to the acquisition thereof by the Borrower, any other Obligor or any of their respective Subsidiaries of which the Borrower had no knowledge or the Borrower or the Agent determines that the information contained in the operating statements and rent roll relating to such Property for any period of time prior to the acquisition thereof by the Borrower, any other Obligor or any of their respective Subsidiaries and previously delivered to the Agent as an Unencumbered Asset Qualification Document was not true, complete and correct at the time of such delivery and the Borrower had no knowledge of the same (any such failure or determination a “Replacement Event”), then, if such Replacement Event results in a Default, the Borrower shall have thirty (30) days from the earlier of the (x) the date the Agent notifies the Borrower that a Replacement Event has occurred or (y) the date the Borrower notifies the Agent that a Replacement Event has occurred in which to identify one or more Potential Unencumbered Asset(s) to cure such Default by replacing the Defaulted Property as an Unencumbered Asset and delivering to the Agent those items specified in Sections 8.5(a)(i)(A) - (C) and Section 8.5(b)(ivD) with respect thereto and otherwise satisfy all conditions to such Property being accepted as an Unencumbered Asset pursuant to this Agreement (the “Replacement Conditions”). For the avoidance of doubt, in the event the Borrower fails to comply with the Replacement Conditions within the time periods set forth aboveabove or the Requisite Lenders disapprove of the replacement of the Defaulted Property with the Potential Unencumbered Asset(s) following a Replacement Event, the right of the Borrower to cure such Default as provided in Section 8.5(b)(iii)(C) shall cease, and thereupon the Agent and the Lenders shall have any and all rights and remedies with respect to such Replacement Event as may be available under this Agreement and the other Loan Documents. (iv) Simultaneously with the delivery of the items required pursuant to Sections 8.5(b)(i), (ii) and (iii), the Borrower shall deliver to the Agent (A) a pro forma Compliance Certificate demonstrating, upon giving effect to such removal, replacement or disqualification, on a pro forma basis, compliance with the covenants contained in Sections 9.1 through 9.3, 9.6 and 9.14 on a pro forma basis based upon the most recent financial statements available under Section 8.1 or 8.2, together with supporting calculations and (B) a Minimum Unencumbered Asset Certificate.