Common use of Substitution of Covenant Relief Period Subsidiary Guarantors and Covenant Relief Period Collateral Clause in Contracts

Substitution of Covenant Relief Period Subsidiary Guarantors and Covenant Relief Period Collateral. The Company may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, Covenant Relief Period Subsidiary Guarantors and Covenant Relief Period Collateral during the Covenant Relief Period and prior to release under Section 8.15.(a)(ii); provided that (i) the Covenant Relief Period Collateral, the Designated Covenant Relief Period Collateral Subsidiaries and each Covenant Relief Period Subsidiary Guarantor that owns Equity Interests in such Designated Covenant Relief Period Collateral Subsidiaries, in each case, with respect to not more than two (2) Covenant Relief Period Properties, may be released during the Covenant Relief Period; (ii) substantially concurrently with any release of any Designated Covenant Relief Period Collateral Subsidiaries (and the related Covenant Relief Period Subsidiary Guarantors and related Covenant Relief Period Collateral) with respect to any Covenant Relief Period Property, the Company shall have delivered all applicable Covenant Relief Period Guaranty Documents with respect to one or more new Designated Covenant Relief Period Collateral Subsidiaries (and each Subsidiary that directly owns any Equity Interests in such new Designated Covenant Relief Period Collateral Subsidiary) owning domestic Eligible Properties in fee simple (which shall be deemed to include Hilton New Orleans Riverside and JW Marriott Union Square (San Francisco) notwithstanding any ground leased parcel included therein and in effect as of the Third Amendment Effective Date) of equal or greater value (as determined in a manner reasonably acceptable to the Requisite Lenders (which acceptance shall be deemed to have occurred on the 10th Business Day following posting of information necessary to make such determination to all of the Lenders and the Administrative Agent shall not have received, by such 10th Business Day, written notice of objection to such substitution from Lenders comprising the Requisite Lenders) based on the Operating Property Values of such Hotel Properties as of December 31, 2019 as reported by the Company in the Compliance Certificates for such Test Period); (iii) such Covenant Relief Period Subsidiary Guarantor or Designated Covenant Relief Period Collateral Subsidiary is not otherwise required to be a party to the Guaranty under Section 8.14. or have its Equity Interests pledged pursuant to the Covenant Relief Period Pledge Agreement under Section 8.14.; (iv) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants then applicable and contained in Section 10.1.; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Company to the Administrative Agent of any such request shall constitute a representation by the Company that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent agrees to furnish to the Company, promptly after the Company’s request and at the Company’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Company; provided, that no such release shall be effective unless and until (or substantially contemporaneously therewith) a corresponding release under the Term Loan Agreement and, if applicable, any Permitted Capital Markets Indebtedness, is effective.

Substitution of Covenant Relief Period Subsidiary Guarantors and Covenant Relief Period Collateral. The Company may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall promptly release, Covenant Relief Period Subsidiary Guarantors and Covenant Relief Period Collateral during the Covenant Relief Period and prior to release under Section 8.15.(a)(ii); provided that (i) the Covenant Relief Period Collateral, the Designated Covenant Relief Period Collateral Subsidiaries and each Covenant Relief Period Subsidiary Guarantor that owns Equity Interests in such Designated Covenant Relief Period Collateral Subsidiaries, in each case, with respect to not more than two (2) Covenant Relief Period Properties, may be released during the Covenant Relief Period; (ii) substantially concurrently with any release of any Designated Covenant Relief Period Collateral Subsidiaries (and the related Covenant Relief Period Subsidiary Guarantors and related Covenant Relief Period Collateral) with respect to any Covenant Relief Period Property, the Company shall have delivered all applicable Covenant Relief Period Guaranty Documents with respect to one or more new Designated Covenant Relief Period Collateral Subsidiaries (and each Subsidiary that directly owns any Equity Interests in such new Designated Covenant Relief Period Collateral Subsidiary) owning domestic Eligible Properties in fee simple (which shall be deemed to include Hilton New Orleans Riverside and JW Marriott Union Square (San Francisco) notwithstanding any ground leased parcel included therein and in effect as of the Third First Amendment Effective Date) of equal or greater value (as determined in a manner reasonably acceptable to the Requisite Lenders (which acceptance shall be deemed to have occurred on the 10th Business Day following posting of information necessary to make such determination to all of the Lenders and the Administrative Agent shall not have received, by such 10th Business Day, written notice of objection to such substitution from Lenders comprising the Requisite Lenders) based on the Operating Property Values of such Hotel Properties as of December 31, 2019 as reported by the Company in the Compliance Certificates for such Test Period); (iii) such Covenant Relief Period Subsidiary Guarantor or Designated Covenant Relief Period Collateral Subsidiary is not otherwise required to be a party to the Guaranty under Section 8.14. or have its Equity Interests pledged pursuant to the Covenant Relief Period Pledge Agreement under Section 8.14.; (iv) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants then applicable and contained in Section 10.1.; and (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Company to the Administrative Agent of any such request shall constitute a representation by the Company that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent agrees to furnish to the Company, promptly after the Company’s request and at the Company’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Company; provided, that no such release shall be effective unless and until (or substantially contemporaneously therewith) a corresponding release under the Term Loan Existing Credit Agreement and, if applicable, any Permitted Capital Markets Indebtedness, is effective.