Common use of Substitution, Release and Addition of Term Loan Priority Collateral Clause in Contracts

Substitution, Release and Addition of Term Loan Priority Collateral. Subject to the terms and conditions of this Section 9.21 and the requirements of Section 5.25, the Borrower may, after the Closing Date, (i) substitute one or more fee-owned or ground leased Real Estate sites (and the Equipment located thereon owned by the Borrower or any of its Subsidiaries) as Term Loan Priority Collateral (each, a “Substitute Property”), in lieu of any one or more Real Estate Collateral Properties (each, a “Replaced Property”) and the Related Real Estate Collateral located thereon (each such substitution, once the requirements of Section 5.25 and this Section 9.21 have been satisfied with respect to such Replaced Property, a “Term Loan Priority Collateral Substitution”), provided that no such substitution shall affect the amount of time permitted for taking any action in accordance with Section 5.25, (ii) request that the Collateral Agent release its Lien on any Real Estate Collateral Property and the Related Real Estate Collateral located thereon, or on the Related Real Estate Collateral located on any Material Related Collateral Location (each, a “Release Property”) and, with respect to such Release Property, to the extent the relevant requirements of this Section 9.21 are satisfied, the Collateral Agent shall release such Lien in accordance with Section 9.20 (each, a “Term Loan Priority Collateral Release”) and (iii) add one or more fee-owned or ground leased Real Estate sites (and the Equipment located thereon owned by the Borrower or any of its Subsidiaries) or Related Real Estate Collateral on additional Material Related Collateral Locations (in each case including pursuant to the requirements of Section 5.12 or Section 5.17) (each, an “Additional Property”) as Term Loan Priority Collateral (each, a “Term Loan Priority Collateral Addition”); provided that the following conditions have been satisfied: (a) In the case of a Term Loan Priority Collateral Substitution, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Substitute Property and Replaced Property, (ii) if the New Valuation Conditions are satisfied with respect to such Substitute Property and/or Replaced Property, the Administrative Agent shall have received a New Valuation of such Substitute Property and/or Replaced Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iii) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iv) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (v)(a) the aggregate Value of the Term Loan Priority Collateral set forth on such Restated Collateral List shall not be less than the Value of the Term Loan Priority Collateral on the Applicable Collateral List (prior to giving effect to such restatement), (b) the Related Real Estate Collateral on a pro forma basis after giving effect to such Term Loan Priority Collateral Substitution shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral and (c) the owned Real Estate Collateral Properties on a pro forma basis after giving effect to such Term Loan Priority Collateral Substitution shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (vi) no fee-owned Real Estate Collateral Property shall have been replaced by a ground leased Real Estate site, (vii) the Term Loan Priority Collateral Requirements shall have been satisfied with respect to the applicable Substitute Property and (viii) at the request of the Administrative Agent, the Administrative Agent shall have received (A) a certificate of a Responsible Officer of the Borrower (1) certifying that the requirements set forth in the foregoing clauses (i) through (vii) have been satisfied and (2) setting forth in reasonable detail the calculations described in clause (v), if applicable, all in form and substance reasonably satisfactory to the Administrative Agent, (B) a certificate of a Responsible Officer of the Borrower of the type described in Section 4.01(g)(ii) of the Existing Credit Agreement, and (C) (1) a certificate of a Responsible Officer of the Borrower as to factual matters supporting the legal opinions delivered pursuant to this clause (C) and (2) a customary no conflicts opinion from Borrower’s counsel, in each case in form and substance satisfactory to the Administrative Agent, opining that the grants of security interests in the Term Loan Priority Collateral on the Restated Collateral List (after giving effect to such Term Loan Priority Collateral Substitution) will not violate the SVU Indenture or any other Material Indebtedness or trigger any of the equal and ratable sharing provisions thereof. (b) In the case of a Term Loan Priority Collateral Release, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Release Property, (ii) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iii) unless the Term Loan Priority Collateral Release is in connection with a Permitted Disposition, if the New Valuation Conditions are satisfied with respect to such Release Property, the Administrative Agent shall have received a New Valuation of such Release Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iv) unless the Term Loan Priority Collateral Release is in connection with a Permitted Disposition, (a) the aggregate Value of the Term Loan Priority Collateral set forth on such Restated Collateral List shall not be less than the Value of the Term Loan Priority Collateral on the Applicable Collateral List (prior to giving effect to such restatement), (b) the Related Real Estate Collateral on a pro forma basis after giving effect to such Term Loan Priority Collateral Release shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral and (c) the owned Real Estate Collateral Properties on a pro forma basis after giving effect to such Term Loan Priority Collateral Release shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (v) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (vi) to the extent applicable, the Borrower shall have made any payments required by Section 2.13 and (vii) the Administrative Agent shall have received an officer’s certificate of a Responsible Officer of the Borrower (A) certifying that the requirements set forth in the foregoing clauses (i) through (vi) have been satisfied and (B) setting forth in reasonable detail the calculations described in clause (iv), if applicable, all in form and substance reasonably satisfactory to the Administrative Agent. (c) In the case of a Term Loan Priority Collateral Addition, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Additional Property, (ii) if the New Valuation Conditions are satisfied with respect to such Additional Property, (at the request of the Administrative Agent) the Administrative Agent shall have received a New Valuation of such Additional Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iii) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (iv) the Term Loan Priority Collateral Requirements shall have been satisfied with respect to the applicable Additional Property, except to the extent additional time to satisfy the Term Loan Priority Collateral Requirements is provided elsewhere in this Agreement, (v) the Administrative Agent shall have received (A) an officer’s certificate of a Responsible Officer of the Borrower certifying that the requirements set forth in the foregoing clauses (i) through (iv) have been satisfied, all in form and substance reasonably satisfactory to the Administrative Agent, (B) a certificate of a Responsible Officer of the Borrower in substantially the form of the certificate required to be delivered pursuant to Section 4.01(g)(ii) of the Existing Credit Agreement and (C) (1) a certificate of a Responsible Officer of the Borrower as to factual matters supporting the legal opinions delivered pursuant to this clause (C) and (2) a customary no conflicts opinion from Borrower’s counsel, in each case in form and substance satisfactory to the Administrative Agent, opining that the grants of security interests in the Term Loan Priority Collateral on the Restated Collateral List (after giving effect to such Term Loan Priority Collateral Addition) will not violate the SVU Indenture or any other Material Indebtedness or trigger any of the equal and ratable sharing provisions thereof.

Substitution, Release and Addition of Term Loan Priority Collateral. Subject to the terms and conditions of this Section 9.21 and the requirements of Section 5.25, the Borrower may, after the Closing Date, (i) substitute one or more fee-owned or ground leased Real Estate sites (and the Equipment located thereon owned by the Borrower or any of its Subsidiaries) as Term Loan Priority Collateral (each, a “Substitute Property”), in lieu of any one or more Real Estate Collateral Properties (each, a “Replaced Property”) and the Related Real Estate Collateral located thereon (each such substitution, once the requirements of Section 5.25 and this Section 9.21 have been satisfied with respect to such Replaced Property, a “Term Loan Priority Collateral Substitution”), provided that no such substitution shall affect the amount of time permitted for taking any action in accordance with Section 5.25, (ii) request that the Collateral Agent release its Lien on any Real Estate Collateral Property and the Related Real Estate Collateral located thereon, or on the Related Real Estate Collateral located on any Material Related Collateral Location (each, a “Release Property”) and, with respect to such Release Property, to the extent the relevant requirements of this Section 9.21 are satisfied, the Collateral Agent shall release such Lien in accordance with Section 9.20 (each, a “Term Loan Priority Collateral Release”) and (iii) add one or more fee-owned or ground leased Real Estate sites (and the Equipment located thereon owned by the Borrower or any of its Subsidiaries) or Related Real Estate Collateral on additional Material Related Collateral Locations (in each case including pursuant to the requirements of Section 5.12 or Section 5.17) (each, an “Additional Property”) as Term Loan Priority Collateral (each, a “Term Loan Priority Collateral Addition”); provided that the following conditions have been satisfied: (a) In the case of a Term Loan Priority Collateral Substitution, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Substitute Property and Replaced Property, (ii) if the New Valuation Conditions are satisfied with respect to such Substitute Property and/or Replaced Property, the Administrative Agent shall have received a New Valuation of such Substitute Property and/or Replaced Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iii) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iv) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (v)(a) the aggregate Value of the Term Loan Priority Collateral set forth on such Restated Collateral List shall not be less than the Value of the Term Loan Priority Collateral on the Applicable Collateral List (prior to giving effect to such restatement), (b) the Related Real Estate Collateral on a pro forma basis after giving effect to such Term Loan Priority Collateral Substitution shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral and (c) the owned Real Estate Collateral Properties on a pro forma basis after giving effect to such Term Loan Priority Collateral Substitution shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (vi) no fee-owned Real Estate Collateral Property shall have been replaced by a ground leased Real Estate site, (vii) the Term Loan Priority Collateral Requirements shall have been satisfied with respect to the applicable Substitute Property and (viii) at the request of the Administrative Agent, the Administrative Agent shall have received (A) a certificate of a Responsible Officer of the Borrower (1) certifying that the requirements set forth in the foregoing clauses (i) through (vii) have been satisfied and (2) setting forth in reasonable detail the calculations described in clause (v), if applicable, all in form and substance reasonably satisfactory to the Administrative Agent, (B) a certificate of a Responsible Officer of the Borrower of the type described in Section 4.01(g)(ii) of the Existing Original Credit Agreement, and (C) (1) a certificate of a Responsible Officer of the Borrower as to factual matters supporting the legal opinions delivered pursuant to this clause (C) and (2) a customary no conflicts opinion from Borrower’s counsel, in each case in form and substance satisfactory to the Administrative Agent, opining that the grants of security interests in the Term Loan Priority Collateral on the Restated Collateral List (after giving effect to such Term Loan Priority Collateral Substitution) will not violate the SVU Indenture or any other Material Indebtedness or trigger any of the equal and ratable sharing provisions thereof. (b) In the case of a Term Loan Priority Collateral Release, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Release Property, (ii) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iii) unless the Term Loan Priority Collateral Release is in connection with a Permitted Disposition, if the New Valuation Conditions are satisfied with respect to such Release Property, the Administrative Agent shall have received a New Valuation of such Release Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iv) unless the Term Loan Priority Collateral Release is in connection with a Permitted Disposition, (a) the aggregate Value of the Term Loan Priority Collateral set forth on such Restated Collateral List shall not be less than the Value of the Term Loan Priority Collateral on the Applicable Collateral List (prior to giving effect to such restatement), (b) the Related Real Estate Collateral on a pro forma basis after giving effect to such Term Loan Priority Collateral Release shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral and (c) the owned Real Estate Collateral Properties on a pro forma basis after giving effect to such Term Loan Priority Collateral Release shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (v) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (vi) to the extent applicable, the Borrower shall have made any payments required by Section 2.13 and (vii) the Administrative Agent shall have received an officer’s certificate of a Responsible Officer of the Borrower (A) certifying that the requirements set forth in the foregoing clauses (i) through (vi) have been satisfied and (B) setting forth in reasonable detail the calculations described in clause (iv), if applicable, all in form and substance reasonably satisfactory to the Administrative Agent. (c) In the case of a Term Loan Priority Collateral Addition, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Additional Property, (ii) if the New Valuation Conditions are satisfied with respect to such Additional Property, (at the request of the Administrative Agent) the Administrative Agent shall have received a New Valuation of such Additional Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iii) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (iv) the Term Loan Priority Collateral Requirements shall have been satisfied with respect to the applicable Additional Property, except to the extent additional time to satisfy the Term Loan Priority Collateral Requirements is provided elsewhere in this Agreement, (v) the Administrative Agent shall have received (A) an officer’s certificate of a Responsible Officer of the Borrower certifying that the requirements set forth in the foregoing clauses (i) through (iv) have been satisfied, all in form and substance reasonably satisfactory to the Administrative Agent, (B) a certificate of a Responsible Officer of the Borrower in substantially the form of the certificate required to be delivered pursuant to Section 4.01(g)(ii) of the Existing Original Credit Agreement and (C) (1) a certificate of a Responsible Officer of the Borrower as to factual matters supporting the legal opinions delivered pursuant to this clause (C) and (2) a customary no conflicts opinion from Borrower’s counsel, in each case in form and substance satisfactory to the Administrative Agent, opining that the grants of security interests in the Term Loan Priority Collateral on the Restated Collateral List (after giving effect to such Term Loan Priority Collateral Addition) will not violate the SVU Indenture or any other Material Indebtedness or trigger any of the equal and ratable sharing provisions thereof.

Substitution, Release and Addition of Term Loan Priority Collateral. Subject to the terms and conditions of this Section 9.21 and the requirements of Section 5.25, the Borrower may, after the Closing Date, (i) substitute one or more fee-owned or ground leased Real Estate sites (and the Equipment located thereon owned by the Borrower or any of its Subsidiaries) as Term Loan Priority Collateral (each, a “Substitute Property”), in lieu of any one or more Real Estate Collateral Properties (each, a “Replaced Property”) and the Related Real Estate Collateral located thereon (each such substitution, once the requirements of Section 5.25 and this Section 9.21 have been satisfied with respect to such Replaced Property, a “Term Loan Priority Collateral Substitution”), provided that no such substitution shall affect the amount of time permitted for taking any action in accordance with Section 5.25, (ii) request that the Collateral Agent release its Lien on any Real Estate Collateral Property and the Related Real Estate Collateral located thereon, or on the Related Real Estate Collateral located on any Material Related Collateral Location (each, a “Release Property”) and, with respect to such Release Property, to the extent the relevant requirements of this Section 9.21 are satisfied, the Collateral Agent shall release such Lien in accordance with Section 9.20 (each, a “Term Loan Priority Collateral Release”) and (iii) add one or more fee-owned or ground leased Real Estate sites (and the Equipment located thereon owned by the Borrower or any of its Subsidiaries) or Related Real Estate Collateral on additional Material Related Collateral Locations (in each case including pursuant to the requirements of Section 5.12 or Section 5.17) (each, an “Additional Property”) as Term Loan Priority Collateral (each, a “Term Loan Priority Collateral Addition”); provided that the following conditions have been satisfied: (a) In the case of a Term Loan Priority Collateral Substitution, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Substitute Property and Replaced Property, (ii) if the New Valuation Conditions are satisfied with respect to such Substitute Property and/or Replaced Property, the Administrative Agent shall have received a New Valuation of such Substitute Property and/or Replaced Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iii) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iv) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (v)(a) the aggregate Value of the Term Loan Priority Collateral set forth on such Restated Collateral List shall not be less than the Value of the Term Loan Priority Collateral on the Applicable Collateral List (prior to giving effect to such restatement), (b) the Related Real Estate Collateral on a pro forma basis after giving effect to such Term Loan Priority Collateral Substitution shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral and (c) the owned Real Estate Collateral Properties on a pro forma basis after giving effect to such Term Loan Priority Collateral Substitution shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (vi) no fee-owned Real Estate Collateral Property shall have been replaced by a ground leased Real Estate site, (vii) the Term Loan Priority Collateral Requirements shall have been satisfied with respect to the applicable Substitute Property and (viii) at the request of the Administrative Agent, the Administrative Agent shall have received (A) a certificate of a Responsible Officer of the Borrower (1) certifying that the requirements set forth in the foregoing clauses (i) through (vii) have been satisfied and (2) setting forth in reasonable detail the calculations described in clause (v), if applicable, all in form and substance reasonably satisfactory to the Administrative Agent, (B) a certificate of a Responsible Officer of the Borrower of the type described in Section 4.01(g)(ii) of the Existing Credit AgreementSecretary’s Certificate, and (C) (1) a certificate of a Responsible Officer of the Borrower as to factual matters supporting the legal opinions delivered pursuant to this clause (C) and (2) a customary no conflicts opinion from Borrower’s counsel, in each case in form and substance reasonably satisfactory to the Administrative Agent, opining that the grants of security interests in the Term Loan Priority Collateral on the Restated Collateral List (after giving effect to such Term Loan Priority Collateral Substitution) will not violate the SVU Indenture or any other Material Indebtedness or trigger any of the equal and ratable sharing provisions thereof. (b) In the case of a Term Loan Priority Collateral Release, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Release Property, (ii) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iii) unless the Term Loan Priority Collateral Release is in connection with a Permitted Disposition, if the New Valuation Conditions are satisfied with respect to such Release Property, the Administrative Agent shall have received a New Valuation of such Release Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iv) unless the Term Loan Priority Collateral Release is in connection with a Permitted Disposition, (a) the aggregate Value of the Term Loan Priority Collateral set forth on such Restated Collateral List shall not be less than the Value of the Term Loan Priority Collateral on the Applicable Collateral List (prior to giving effect to such restatement), (b) the Related Real Estate Collateral on a pro forma basis after giving effect to such Term Loan Priority Collateral Release shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral and (c) the owned Real Estate Collateral Properties on a pro forma basis after giving effect to such Term Loan Priority Collateral Release shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (v) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (vi) to the extent applicable, the Borrower shall have made any payments required by Section 2.13 and (vii) the Administrative Agent shall have received an officer’s certificate of a Responsible Officer of the Borrower (A) certifying that the requirements set forth in the foregoing clauses (i) through (vi) have been satisfied and (B) setting forth in reasonable detail the calculations described in clause (iv), if applicable, all in form and substance reasonably satisfactory to the Administrative Agent. (c) In the case of a Term Loan Priority Collateral Addition, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Additional Property, (ii) if the New Valuation Conditions are satisfied with respect to such Additional Property, (at the request of the Administrative Agent) the Administrative Agent shall have received a New Valuation of such Additional Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iii) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (iv) the Term Loan Priority Collateral Requirements shall have been satisfied with respect to the applicable Additional Property, except to the extent additional time to satisfy the Term Loan Priority Collateral Requirements is provided elsewhere in this Agreement, (v) the Administrative Agent shall have received (A) an officer’s certificate of a Responsible Officer of the Borrower certifying that the requirements set forth in the foregoing clauses (i) through (iv) have been satisfied, all in form and substance reasonably satisfactory to the Administrative Agent, (B) a certificate of a Responsible Officer of the Borrower in substantially the form of the certificate required to be delivered pursuant to Section 4.01(g)(ii) of the Existing Credit Agreement Secretary’s Certificate and (C) (1) a certificate of a Responsible Officer of the Borrower as to factual matters supporting the legal opinions delivered pursuant to this clause (C) and (2) a customary no conflicts opinion from Borrower’s counsel, in each case in form and substance reasonably satisfactory to the Administrative Agent, opining that the grants of security interests in the Term Loan Priority Collateral on the Restated Collateral List (after giving effect to such Term Loan Priority Collateral Addition) will not violate the SVU Indenture or any other Material Indebtedness or trigger any of the equal and ratable sharing provisions thereof.

Substitution, Release and Addition of Term Loan Priority Collateral. Subject to the terms and conditions of this Section 9.21 and the requirements of Section 5.25, the Borrower may, after the Closing Date, (i) substitute one or more fee-owned or ground leased Real Estate sites (and the Equipment located thereon owned by the Borrower or any of its Subsidiaries) as Term Loan Priority Collateral (each, a “Substitute Property”), in lieu of any one or more Real Estate Collateral Properties (each, a “Replaced Property”) and the Related Real Estate Collateral located thereon (each such substitution, once the requirements of Section 5.25 and this Section 9.21 have been satisfied with respect to such Replaced Property, a “Term Loan Priority Collateral Substitution”), provided that no such substitution shall affect the amount of time permitted for taking any action in accordance with Section 5.25, (ii) request that the Collateral Agent release its Lien on any Real Estate Collateral Property and the Related Real Estate Collateral located thereon, or on the Related Real Estate Collateral located on any Material Related Collateral Location (each, a “Release Property”) and, with respect to such Release Property, to the extent the relevant requirements of this Section 9.21 are satisfied, the Collateral Agent shall release such Lien in accordance with Section 9.20 (each, a “Term Loan Priority Collateral Release”) and (iii) add one or more fee-owned or ground leased Real Estate sites (and the Equipment located thereon owned by the Borrower or any of its Subsidiaries) or Related Real Estate Collateral on additional Material Related Collateral Locations (in each case including pursuant to the requirements of Section 5.12 or Section 5.17) (each, an “Additional Property”) as Term Loan Priority Collateral (each, a “Term Loan Priority Collateral Addition”); provided that the following conditions have been satisfied: (a) In the case of a Term Loan Priority Collateral Substitution, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Substitute Property and Replaced Property, (ii) if the New Valuation Conditions are satisfied with respect to such Substitute Property and/or Replaced Property, the Administrative Agent shall have received a New Valuation of such Substitute Property and/or Replaced Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iii) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iv) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (v)(a) the aggregate Value of the Term Loan Priority Collateral set forth on such Restated Collateral List shall not be less than the Value of the Term Loan Priority Collateral on the Applicable Collateral List (prior to giving effect to such restatement), (b) the Related Real Estate Collateral on a pro forma basis after giving effect to such Term Loan Priority Collateral Substitution shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral and (c) the owned Real Estate Collateral Properties on a pro forma basis after giving effect to such Term Loan Priority Collateral Substitution shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (vi) no fee-owned Real Estate Collateral Property shall have been replaced by a ground leased Real Estate site, (vii) the Term Loan Priority Collateral Requirements shall have been satisfied with respect to the applicable Substitute Property and (viii) at the request of the Administrative Agent, the Administrative Agent shall have received (A) a certificate of a Responsible Officer of the Borrower (1) certifying that the requirements set forth in the foregoing clauses (i) through (vii) have been satisfied and (2) setting forth in reasonable detail the calculations described in clause (v), if applicable, all in form and substance reasonably satisfactory to the Administrative Agent, (B) a certificate of a Responsible Officer of the Borrower of the type described in Section 4.01(g)(ii) of the Existing Credit Agreement), and (C) (1) a certificate of a Responsible Officer of the Borrower as to factual matters supporting the legal opinions delivered pursuant to this clause (C) and (2) a customary no conflicts opinion from Borrower’s counsel, in each case in form and substance satisfactory to the Administrative Agent, opining that the grants of security interests in the Term Loan Priority Collateral on the Restated Collateral List (after giving effect to such Term Loan Priority Collateral Substitution) will not violate the SVU Indenture or any other Material Indebtedness or trigger any of the equal and ratable sharing provisions thereof. (b) In the case of a Term Loan Priority Collateral Release, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Release Property, (ii) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iii) unless the Term Loan Priority Collateral Release is in connection with a Permitted Disposition, if the New Valuation Conditions are satisfied with respect to such Release Property, the Administrative Agent shall have received a New Valuation of such Release Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iv) unless the Term Loan Priority Collateral Release is in connection with a Permitted Disposition, (a) the aggregate Value of the Term Loan Priority Collateral set forth on such Restated Collateral List shall not be less than the Value of the Term Loan Priority Collateral on the Applicable Collateral List (prior to giving effect to such restatement), (b) the Related Real Estate Collateral on a pro forma basis after giving effect to such Term Loan Priority Collateral Release shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral and (c) the owned Real Estate Collateral Properties on a pro forma basis after giving effect to such Term Loan Priority Collateral Release shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (v) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (vi) to the extent applicable, the Borrower shall have made any payments required by Section 2.13 and (vii) the Administrative Agent shall have received an officer’s certificate of a Responsible Officer of the Borrower (A) certifying that the requirements set forth in the foregoing clauses (i) through (vi) have been satisfied and (B) setting forth in reasonable detail the calculations described in clause (iv), if applicable, all in form and substance reasonably satisfactory to the Administrative Agent. (c) In the case of a Term Loan Priority Collateral Addition, (i) the Administrative Agent shall have received at least 15 Business Days’ prior written notice thereof (or such shorter notice as may be approved by the Administrative Agent) identifying the proposed Additional Property, (ii) if the New Valuation Conditions are satisfied with respect to such Additional Property, (at the request of the Administrative Agent) the Administrative Agent shall have received a New Valuation of such Additional Property to the extent requested by the Administrative Agent within 10 Business Days of receiving the notice described in clause (i) above, (iii) the Administrative Agent shall have received a Restated Collateral List after giving effect thereto, (iv) the Term Loan Priority Collateral Requirements shall have been satisfied with respect to the applicable Additional Property, except to the extent additional time to satisfy the Term Loan Priority Collateral Requirements is provided elsewhere in this Agreement, (v) the Administrative Agent shall have received (A) an officer’s certificate of a Responsible Officer of the Borrower certifying that the requirements set forth in the foregoing clauses (i) through (iv) have been satisfied, all in form and substance reasonably satisfactory to the Administrative Agent, (B) a certificate of a Responsible Officer of the Borrower in substantially the form of the certificate required to be delivered pursuant to Section 4.01(g)(ii) of the Existing Credit Agreement and (C) (1) a certificate of a Responsible Officer of the Borrower as to factual matters supporting the legal opinions delivered pursuant to this clause (C) and (2) a customary no conflicts opinion from Borrower’s counsel, in each case in form and substance satisfactory to the Administrative Agent, opining that the grants of security interests in the Term Loan Priority Collateral on the Restated Collateral List (after giving effect to such Term Loan Priority Collateral Addition) will not violate the SVU Indenture or any other Material Indebtedness or trigger any of the equal and ratable sharing provisions thereof.