Common use of Removal of Unencumbered Properties Clause in Contracts

Removal of Unencumbered Properties. The Borrower may, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), request removal of a Property as an Unencumbered Property, subject to the following conditions: (a) no Default or Event of Default shall exist (other than a Default or Event of Default that would be cured by removal of such Property as an Unencumbered Property) or would result therefrom, (b) the Borrower shall have delivered to Administrative Agent a Compliance Certificate, prepared as of the last day of the most recent fiscal quarter ​ for which financial statements have been required to be delivered pursuant to Section 9.1.or Section 9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Period, evidencing compliance with) the covenants set forth in Section 10.1. as if such Property had not been included in as an Unencumbered Property at such time and (c) during the Covenant Relief Period, the Borrower may only request the release of an Unencumbered Property if (i) during the Covenant Relief Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof or (ii) during the Covenant Threshold Adjustment Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as either (x) the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (y) the Borrower demonstrates compliance with the Financial Covenants for the immediately preceding fiscal quarter after giving pro forma effect to such release (without giving effect to any adjustments that would apply during the first four fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Borrower may give effect to the annualization of quarterly financials provided for in this Agreement with respect to the Covenant Relief Period). For the avoidance of doubt, the Parent and the Borrower shall not, and shall not permit any Subsidiary during the Covenant Relief Period (i) to place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (ii) grant a Negative Pledge on (other than a Negative Pledge that would not cause a Property to cease to be an Eligible Property under clause (g) of the definition thereof) in, a Property that was an Unencumbered Property on June 30, 2020 or became an Unencumbered Property thereafter (or, if such Property is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary). Upon the Administrative Agent’s confirmation that the conditions to such removal have been satisfied, the Administrative Agent shall so notify the Borrower and the Lenders in writing specifying the date of such removal.

Removal of Unencumbered Properties. The Borrower may, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), request removal of a Property as an Unencumbered Property, subject to the following conditions: (a) no Default or Event of Default shall exist (other than a Default or Event of Default that would be cured by removal of such Property as an Unencumbered Property) or would result therefrom, (b) the Borrower shall have delivered to Administrative Agent a Compliance Certificate, prepared as of the last day of the most recent fiscal quarter ​ for which financial statements have been required to be delivered pursuant to Section 9.1.or Section 9.2., calculating (and, unless such Property is to be removed during the Covenant Relief PeriodPeriod (provided that, with respect to the fiscal quarter ending June 30, 2022, the Parent and the Borrower shall demonstrate compliance with the CRP Fixed Charge Coverage Ratio pursuant to Section 10.1(j), to the extent applicable), evidencing compliance with) the covenants set forth in Section 10.1. as if such Property had not been included in as an Unencumbered Property at such time and (c) during the Covenant Relief Period, the Borrower may only request the release of an Unencumbered Property if (i) during the Covenant Relief Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof or (ii) during the Covenant Threshold Adjustment Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as either (x) the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (y) the Borrower demonstrates compliance with the Financial Covenants for the immediately preceding fiscal quarter after giving pro forma effect to such release (without giving effect to any adjustments that would apply during the first four five fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Borrower may give effect to the annualization of quarterly financials provided for in this Agreement with respect to the Covenant Relief Period). For the avoidance of doubt, the Parent and the Borrower shall not, and shall not permit any Subsidiary during the Covenant Relief Period (i) to place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (ii) grant a Negative Pledge on (other than a Negative Pledge that would not cause a Property to cease to be an Eligible Property under clause (g) of the definition thereof) in, a Property that was an Unencumbered Property on June 30, 2020 or became an Unencumbered Property thereafter (or, if such Property is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary). Upon the Administrative Agent’s confirmation that the conditions to such removal have been satisfied, the Administrative Agent shall so notify the Borrower and the Lenders in writing specifying the date of such removal.

Removal of Unencumbered Properties. The Borrower may, upon not less than 10 Business Days’ prior written notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), request removal of that a Property as no longer be considered to be an Unencumbered PropertyProperty (a “Release”), subject to the following conditions: (a) no Default or Event of Default shall exist (other than a Default or Event of Default that would be cured by removal of such Property as an Unencumbered Property) or would result therefrom, ; (b) the Borrower shall have delivered to Administrative Agent a Compliance Certificate, prepared as of the last day of the most recent fiscal quarter ​ for which financial statements have been required provided to be delivered the Lenders pursuant to Section 9.1.or Section 9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Periodthis Agreement, evidencing compliance with) with the covenants set forth in Section 10.1. 8.11 as if such Property had not been included in as an the Unencumbered Property Pool at such time and time, (c) during if the Covenant Relief PeriodRelease would result in the Approval Threshold no longer being satisfied (calculated as of the last day of the most recent fiscal quarter for which financial statements have been provided to the Lenders pursuant to this Agreement as if such Property had not been included in the Unencumbered Pool at such time), the Borrower may only request the release of an each Unencumbered Property if (i) during the Covenant Relief Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof or (ii) during the Covenant Threshold Adjustment Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as either (x) the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (y) the Borrower demonstrates compliance with the Financial Covenants for the immediately preceding fiscal quarter after giving pro forma effect to such release (without giving effect to any adjustments that would apply during the first four fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Borrower may give effect previously added to the annualization of quarterly financials provided for in this Agreement with respect to the Covenant Relief Period). For the avoidance of doubt, the Parent and the Borrower shall not, and shall not permit any Subsidiary during the Covenant Relief Period (i) to place any Lien Unencumbered Pool (other than a Permitted Lien the Unencumbered Properties on the Closing Date and the Gxxxxxx Rockies Resort & Convention Center) shall have been approved by the Administrative Agent and the Required Revolving Lenders, and (but d) such Release shall not Permitted Liens described result in clause (g) the remaining Unencumbered Properties subject to Qualified Ground Leases to exceed 30% of the definition of aggregate Unencumbered Asset Value, unless otherwise approved by Administrative Agent and the term)) upon, or (ii) grant a Negative Pledge on (other than a Negative Pledge that would not cause a Property to cease to be an Eligible Property under clause (g) of the definition thereof) in, a Property that was an Unencumbered Property on June 30, 2020 or became an Unencumbered Property thereafter (or, if such Property is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary)Required Revolving Lenders. Upon the Administrative Agent’s confirmation that the conditions to such removal have been satisfied, the Administrative Agent shall so notify the Borrower and the Lenders in writing specifying the date of such removalRelease. Upon the Borrower’s request and at the Borrower’s sole cost and expense, the Administrative Agent agrees to execute and deliver such instruments, documents, certificates and other agreements as the Borrower may reasonably request to confirm such Release.

Removal of Unencumbered Properties. The Borrower may, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), request removal of a Property as an Unencumbered Property, subject to the following conditions: (a) no Default or Event of Default shall exist (other than a Default or Event of Default that would be cured by removal of such Property as an Unencumbered Property) or would result therefrom, (b) the Borrower shall have delivered to Administrative Agent a Compliance Certificate, prepared as of the last day of the most recent fiscal quarter ​ for which financial statements have been required to be delivered pursuant to Section 9.1.or Section 9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Period, evidencing compliance with) the covenants set forth in Section 10.1. as if such Property had not been included in as an Unencumbered Property at such time and (c) during the Covenant Relief Period, the Borrower may only request the release of an Unencumbered Property if (i) during the Covenant Relief Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof or (ii) during the Covenant Threshold Adjustment Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as either (x) the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (y) the Borrower demonstrates compliance with the Financial Covenants for the immediately preceding fiscal quarter after giving pro forma effect to such release (without giving effect to any adjustments that would apply during the first four fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Borrower may give effect to the annualization of quarterly financials provided for in this Agreement with respect to the Covenant Relief Period). For the avoidance of doubt, the Parent and the Borrower shall not, and shall not permit any Subsidiary during the Covenant Relief Period (i) to place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (ii) grant a Negative Pledge on (other than a Negative Pledge that would not cause a Property to cease to be an Eligible Property under clause (g) of the definition thereof) in, a Property that was an Unencumbered Property on June 30, 2020 or became an Unencumbered Property thereafter (or, if such Property is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary). Upon the Administrative Agent’s confirmation that the conditions to such removal have been satisfied, the Administrative Agent shall so notify the Borrower and the Lenders in writing specifying the date of such removal.

Removal of Unencumbered Properties. The Borrower During the Covenant Relief Period and the Covenant Threshold Adjustment Period, if any, the Constituent Companies may, upon not less than 10 Business Days’ notice to holders of the Administrative Agent Notes with a copy to their special counsel (as specified in Section 19(3)) (or such shorter period as may be acceptable to the Administrative Agent Required Holders in its their sole discretion), request removal of a Property as an Unencumbered Property, subject to the following conditions: (a) no Default or Event of Default shall exist (other than a Default or Event of Default that would be cured by removal of such Property as an Unencumbered Property) or would result therefrom, (b) the Borrower Constituent Companies shall have delivered to Administrative Agent a Compliance the holders of the Notes an Officer’s Certificate, prepared as of the last day of the most recent fiscal quarter ​ for which financial statements have been required to be delivered pursuant to Section 9.1.or 7.1(a) or Section 9.2.7.1(b), calculating (and, unless such Property is to be removed during the Covenant Relief Period, evidencing compliance with) the covenants set forth in Section 10.1. Specified Financial Covenants as if such Property had not been included in as an Unencumbered Property at such time and (c) during the Covenant Relief Period, the Borrower Constituent Companies may only request the release of an Unencumbered Property if (i1) during the Covenant Relief Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof 9.14 or (ii2) during the Covenant Threshold Adjustment Period, if any, such release shall occur substantially simultaneously with a sale of such Property and only so long as either (xi) the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) 9.14 hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (yii) the Borrower demonstrates ​ ​ ​ Constituent Companies demonstrate compliance with the Specified Financial Covenants for the immediately preceding fiscal quarter after giving pro forma effect to such release (but without giving effect to any adjustments (i.e. the “step ups” or “step downs” in the Specified Financial Covenants and in the related definitions) that would apply during the first four fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Borrower Constituent Companies may give effect to the any annualization of quarterly financials components of the applicable Specified Financial Covenants provided for in this Agreement with respect to Section 10.8 (or in the Covenant Relief Periodrelevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant)). For the avoidance of doubt, the Parent and the Borrower Constituent Companies shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period Period, (i1) to place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (ii2) grant a Negative Pledge on (other than a Negative Pledge that would not cause a Property to cease to be an Eligible Property under clause (g) of the definition thereof) in, a Property that was an Unencumbered Property on June 30, 2020 or became an Unencumbered Property thereafter (or, if such Property is owned by a Subsidiary, any of the BorrowerIssuer’s direct or indirect ownership interest in such Subsidiary)) an Unencumbered Property during the Covenant Relief Period. Upon the Administrative Agent’s confirmation by the Required Holders that the conditions to such removal have been satisfied, the Administrative Agent Required Holders shall so notify the Borrower and the Lenders Constituent Companies in writing specifying the date of such removal; provided that the Required Holders shall be deemed to have confirmed satisfaction of the conditions set forth in this Section 9.12 if they shall have failed to respond to the Constituent Companies within five Business Days after receipt of the Officer’s Certificate delivered pursuant to clause (b) above.

Removal of Unencumbered Properties. The Borrower may, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), request removal of a Property as an Unencumbered Property, subject to the following conditions: (a) no Default or Event of Default shall exist (other than a Default or Event of Default that would be cured by removal of such Property as an Unencumbered Property) or would result therefromtherefrom and, (b) the Borrower shall have delivered to Administrative Agent a Compliance Certificate, prepared as of the last day of the most recent fiscal quarter ​ for which financial statements have been required to be delivered pursuant to Section 9.1.or Section 9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Period, evidencing compliance with) the covenants set forth in Section 10.1. as if such Property had not been included in as an Unencumbered Property at such time and (c) during the Covenant Relief Period, the Borrower may only request the release of an Unencumbered Property if (i) during the Covenant Relief Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof or (ii) during the Covenant Threshold Adjustment Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as either (x) the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (y) the Borrower demonstrates compliance with the Financial Covenants for the immediately preceding fiscal quarter after giving pro forma effect to such release (without giving effect to any adjustments that would apply during the first four fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Borrower may give effect to the annualization of quarterly financials provided for in this Agreement with respect to the Covenant Relief Period)hereof. For the avoidance of doubt, the Parent and the Borrower shall not, and shall not permit any Subsidiary during the Covenant Relief Period (i) to place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (ii) grant a Negative Pledge on (other than a Negative Pledge that would not cause a Property to cease to be an Eligible Property under clause (g) of the definition thereof) in, a Property that was an Unencumbered Property on June 30, 2020 or became an Unencumbered Property thereafter (or, if such Property is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary). Upon the Administrative Agent’s confirmation that the conditions to such removal have been satisfied, the Administrative Agent shall so notify the Borrower and the Lenders in writing specifying the date of such removal.

Removal of Unencumbered Properties. The Borrower During the Covenant Relief Period and the Covenant Threshold Adjustment Period, if any, the Constituent Companies may, upon not less than 10 Business Days’ notice to holders of the Administrative Agent Notes with a copy to their special counsel (as specified in Section 19(3)) (or such shorter period as may be acceptable to the Administrative Agent Required Holders in its their sole discretion), request removal of a Property as an Unencumbered Property, subject to the following conditions: (a) no Default or Event of Default shall exist (other than a Default or Event of Default that would be cured by removal of such Property as an Unencumbered Property) or would result therefrom, (b) the Borrower Constituent Companies shall have delivered to Administrative Agent a Compliance the holders of the Notes an Officer’s Certificate, prepared as of the last day of the most recent fiscal quarter ​ for which financial statements have been required to be delivered pursuant to Section 9.1.or 7.1(a) or Section 9.2.7.1(b), calculating (and, unless such Property is to be removed during the Covenant Relief PeriodPeriod (other than with respect to the CRP Fixed Charge Coverage Ratio pursuant to Section 10.8(i) during the fiscal quarter ending June 30, 2022) evidencing compliance with) the covenants set forth in Section 10.1. Specified Financial Covenants as if such Property had not been included in as an Unencumbered Property at such time and (c) during the Covenant Relief Period, the Borrower Constituent Companies may only request the release of an Unencumbered Property if (i1) during the Covenant Relief Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof 9.14 or (ii2) during the Covenant Threshold Adjustment Period, if any, such release shall occur substantially simultaneously with a sale of such Property and only so long as either (xi) the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) 9.14 hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (yii) the Borrower demonstrates Constituent Companies demonstrate compliance with the Specified Financial Covenants for the immediately preceding fiscal quarter after giving pro forma effect to such release (but without giving effect to any adjustments (i.e. the “step ups” or “step downs” in the Specified Financial Covenants and in the related definitions) that would apply during the first four five fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Borrower Constituent Companies may give effect to the any annualization of quarterly financials components of the applicable Specified Financial Covenants provided for in this Agreement with respect to Section 10.8 (or in the Covenant Relief Periodrelevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant)). For the avoidance of doubt, the Parent and the Borrower Constituent Companies shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period Period, (i1) to place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (ii2) grant a Negative Pledge on (other than a Negative Pledge that would not cause a Property to cease to be an Eligible Property under clause (g) of the definition thereof) in, a Property that was an Unencumbered Property on June 30, 2020 or became an Unencumbered Property thereafter (or, if such Property is owned by a Subsidiary, any of the BorrowerIssuer’s direct or indirect ownership interest in such Subsidiary)) an Unencumbered Property during the Covenant Relief Period. Upon the Administrative Agent’s confirmation by the Required Holders that the conditions to such removal have been satisfied, the Administrative Agent Required Holders shall so notify the Borrower and the Lenders Constituent Companies in writing specifying the date of such removal; provided that the Required Holders shall be deemed to have confirmed satisfaction of the conditions set forth in this Section 9.12 if they shall have failed to respond to the Constituent Companies within five Business Days after receipt of the Officer’s Certificate delivered pursuant to clause (b) above.

Removal of Unencumbered Properties. The Borrower During the Covenant Relief Period, the Constituent Companies may, upon not less than 10 Business Days’ notice to holders of the Administrative Agent Notes with a copy to their special counsel (as specified in Section 19(3)) (or such shorter period as may be acceptable to the Administrative Agent Required Holders in its their sole discretion), request removal of a Property as an Unencumbered Property, subject to the following conditions: (a) no Default or Event of Default shall exist (other than a Default or Event of Default that would be cured by removal of such Property as an Unencumbered Property) or would result therefrom, (b) the Borrower Constituent Companies shall have delivered to Administrative Agent a Compliance the holders of the Notes an Officer’s Certificate, prepared as of the last day of the most recent fiscal quarter ​ for which financial statements have been required to be delivered pursuant to Section 9.1.or 7.1(a) or Section 9.2.7.1(b), calculating (and, unless such Property is to be removed during the Covenant Relief Period, evidencing compliance with) the covenants set forth in Section 10.1. Specified Financial Covenants as if such Property had not been included in as an Unencumbered Property at such time and (c) during the Covenant Relief Period, the Borrower Constituent Companies may only request the release of an Unencumbered Property if (i) during the Covenant Relief Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof or (ii) during the Covenant Threshold Adjustment Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as either (x) the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (y) the Borrower demonstrates compliance with the Financial Covenants for the immediately preceding fiscal quarter after giving pro forma effect to such release (without giving effect to any adjustments that would apply during the first four fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Borrower may give effect to the annualization of quarterly financials provided for in this Agreement with respect to the Covenant Relief Period)9.14. For the avoidance of doubt, the Parent and the Borrower Constituent Companies shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period Period, (i1) to place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (ii2) grant a Negative Pledge on (other than a Negative Pledge that would not cause a Property to cease to be an Eligible Property under clause (g) of the definition thereof) in, a Property that was an Unencumbered Property on June 30, 2020 or became an Unencumbered Property thereafter (or, if such Property is owned by a Subsidiary, any of the BorrowerIssuer’s direct or indirect ownership interest in such Subsidiary)) an Unencumbered Property during the Covenant Relief Period. Upon the Administrative Agent’s confirmation by the Required Holders that the conditions to such removal have been satisfied, the Administrative Agent Required Holders shall so notify the Borrower and the Lenders Constituent Companies in writing specifying the date of such removal; provided that the Required Holders shall be deemed to have confirmed satisfaction of the conditions set forth in this Section 9.12 if they shall have failed to respond to the Constituent Companies within five Business Days after receipt of the Officer’s Certificate delivered pursuant to clause (b) above.

Removal of Unencumbered Properties. The Borrower may, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), request removal of a Property as an Unencumbered Property, subject to the following conditions: (a) no Default or Event of Default shall exist (other than a Default or Event ​ ​ of Default that would be cured by removal of such Property as an Unencumbered Property) or would result therefrom, (b) the Borrower shall have delivered to Administrative Agent a Compliance Certificate, prepared as of the last day of the most recent fiscal quarter ​ for which financial statements have been required to be delivered pursuant to Section 9.1.or Section 9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Period, evidencing compliance with) the covenants set forth in Section 10.1. as if such Property had not been included in as an Unencumbered Property at such time and (c) during the Covenant Relief Period, the Borrower may only request the release of an Unencumbered Property if (i) during the Covenant Relief Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof or (ii) during the Covenant Threshold Adjustment Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as either (x) the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (y) the Borrower demonstrates compliance with the Financial Covenants for the immediately preceding fiscal quarter after giving pro forma effect to such release (without giving effect to any adjustments that would apply during the first four fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Borrower may give effect to the annualization of quarterly financials provided for in this Agreement with respect to the Covenant Relief Period)hereof. For the avoidance of doubt, the Parent and the Borrower shall not, and shall not permit any Subsidiary during the Covenant Relief Period (i) to place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (ii) grant a Negative Pledge on (other than a Negative Pledge that would not cause a Property to cease to be an Eligible Property under clause (g) of the definition thereof) in, a Property that was an Unencumbered Property on June 30, 2020 or became an Unencumbered Property thereafter (or, if such Property is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary). Upon the Administrative Agent’s confirmation that the conditions to such removal have been satisfied, the Administrative Agent shall so notify the Borrower and the Lenders in writing specifying the date of such removal.

Removal of Unencumbered Properties. The Borrower may, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), request removal of a Property as an Unencumbered Property, subject to the following conditions: (a) no Default or Event of Default shall exist (other than a Default or Event of Default that would be cured by removal of such Property as an Unencumbered Property) or would result therefrom, (b) the Borrower shall have delivered to Administrative Agent a Compliance Certificate, prepared as of the last day of the most recent fiscal quarter ​ for which financial statements have been required to be delivered pursuant to Section 9.1.or Section 9.2., calculating (and, unless such Property is to be removed during the Covenant Relief PeriodPeriod (provided that, with respect to the fiscal quarter ending June 30, 2022, the Parent and the Borrower shall demonstrate compliance with the CRP Fixed Charge Coverage Ratio pursuant to Section 10.1(j), to the extent applicable), evidencing compliance with) the covenants set forth in Section 10.1. as if such Property had not been included in as an Unencumbered Property at such time and (c) during the Covenant Relief Period, the Borrower may only request the release of an Unencumbered Property if (i) during the Covenant Relief Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof or (ii) during the Covenant Threshold Adjustment Period, such release shall occur substantially simultaneously with a sale of such Property and only so long as either (x) the proceeds of such sale shall be applied in accordance with the terms of Section 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (y) the Borrower demonstrates compliance with the Financial Covenants for the immediately preceding fiscal quarter after giving pro forma effect to such release (without giving effect to any adjustments that would apply during the first four fourfive fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Borrower may give effect to the annualization of quarterly financials provided for in this Agreement with respect to the Covenant Relief Period). For the avoidance of doubt, the Parent and the Borrower shall not, and shall not permit any Subsidiary during the Covenant Relief Period (i) to place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (ii) grant a Negative Pledge on (other than a Negative Pledge that would not cause a Property to cease to be an Eligible Property under clause (g) of the definition thereof) in, a Property that was an Unencumbered Property on June 30, 2020 or became an Unencumbered Property thereafter (or, if such Property is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary). Upon the Administrative Agent’s confirmation that the conditions to such removal have been satisfied, the Administrative Agent shall so notify the Borrower and the Lenders in writing specifying the date of such removal.