Common use of Removal of Unencumbered Properties Clause in Contracts

Removal of Unencumbered Properties. 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 Notes with a copy to their special counsel (as specified in Section 19(3)) (or such shorter period as may be acceptable to the Required Holders in 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 Constituent Companies shall have delivered to 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 7.1(a) or Section 7.1(b), calculating (and, unless such Property is to be removed during the Covenant Relief Period (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 Specified Financial Covenants as if such Property had not been included in as an Unencumbered Property at such time and (c) the Constituent Companies may only request the release of an Unencumbered Property if (1) 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 9.14 or (2) 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 (i) the proceeds of such sale shall be applied in accordance with the terms of Section 9.14 hereof or (ii) the 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 Constituent Companies may give effect to any annualization of components of the applicable Specified Financial Covenants provided for in Section 10.8 (or in the relevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant)). For the avoidance of doubt, the Constituent Companies shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period, (1) place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (2) 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 Issuer’s direct or indirect ownership interest in such Subsidiary) an Unencumbered Property during the Covenant Relief Period. Upon the confirmation by the Required Holders that the conditions to such removal have been satisfied, the Required Holders shall so notify the 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. During the Covenant Relief Period and the Covenant Threshold Adjustment Period, if any, the Constituent Companies The Borrower may, upon not less than 10 Business Days’ notice to holders of the Notes with a copy to their special counsel (as specified in Section 19(3)) Administrative Agent (or such shorter period as may be acceptable to the Required Holders Administrative Agent in their 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 Constituent Companies Borrower shall have delivered to the holders of the Notes an Officer’s 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 7.1(a) or 9.1.or Section 7.1(b)9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Period (other than with respect to the CRP Fixed Charge Coverage Ratio pursuant to Section 10.8(i) during the fiscal quarter ending June 30Period, 2022) evidencing compliance with) the Specified Financial Covenants 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 Constituent Companies Covenant Relief Period, the Borrower may only request the release of an Unencumbered Property if (1) 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 9.14 or (22.8.(b)(ii) 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 (i) the proceeds of such sale shall be applied in accordance with the terms of Section 9.14 hereof or (ii) the 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 Constituent Companies may give effect to any annualization of components of the applicable Specified Financial Covenants provided for in Section 10.8 (or in the relevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant))hereof. For the avoidance of doubt, the Constituent Companies Parent and the Borrower shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period, Period (1i) 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 (2ii) 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 IssuerBorrower’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 Required Holders Administrative Agent shall so notify the Constituent Companies Borrower and the Lenders 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. During the Covenant Relief Period and the Covenant Threshold Adjustment Period, if any, the Constituent Companies The Borrower may, upon not less than 10 Business Days’ notice to holders of the Notes with a copy to their special counsel (as specified in Section 19(3)) Administrative Agent (or such shorter period as may be acceptable to the Required Holders Administrative Agent in their 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 Constituent Companies Borrower shall have delivered to the holders of the Notes an Officer’s 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 7.1(a) or 9.1.or Section 7.1(b)9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Period (other than 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 10.8(i) during 10.1(j), to the fiscal quarter ending June 30extent applicable), 2022) evidencing compliance with) the Specified Financial Covenants 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) the Constituent Companies Borrower may only request the release of an Unencumbered Property if (1i) 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 9.14 2.8.(b)(ii) hereof or (2ii) 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 (ix) the proceeds of such sale shall be applied in accordance with the terms of Section 9.14 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (iiy) the Constituent Companies demonstrate Borrower demonstrates 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 Constituent Companies Borrower may give effect to any the annualization of components of the applicable Specified Financial Covenants quarterly financials provided for in Section 10.8 (or in this Agreement with respect to the relevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant)Covenant Relief Period). For the avoidance of doubt, the Constituent Companies Parent and the Borrower shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period, Period (1i) 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 (2ii) 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 IssuerBorrower’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 Required Holders Administrative Agent shall so notify the Constituent Companies Borrower and the Lenders 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. During the Covenant Relief Period and the Covenant Threshold Adjustment Period, if any, the Constituent Companies The Borrower may, upon not less than 10 Business Days’ notice to holders of the Notes with a copy to their special counsel (as specified in Section 19(3)) Administrative Agent (or such shorter period as may be acceptable to the Required Holders Administrative Agent in their 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 Constituent Companies Borrower shall have delivered to the holders of the Notes an Officer’s 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 7.1(a) or 9.1.or Section 7.1(b)9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Period (other than with respect to the CRP Fixed Charge Coverage Ratio pursuant to Section 10.8(i) during the fiscal quarter ending June 30Period, 2022) evidencing compliance with) the Specified Financial Covenants 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) the Constituent Companies Borrower may only request the release of an Unencumbered Property if (1i) 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 9.14 2.8.(b)(ii) hereof or (2ii) 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 (ix) the proceeds of such sale shall be applied in accordance with the terms of Section 9.14 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (iiy) the Constituent Companies demonstrate Borrower demonstrates 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 Constituent Companies Borrower may give effect to any the annualization of components of the applicable Specified Financial Covenants quarterly financials provided for in Section 10.8 (or in this Agreement with respect to the relevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant)Covenant Relief Period). For the avoidance of doubt, the Constituent Companies Parent and the Borrower shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period, Period (1i) 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 (2ii) 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 IssuerBorrower’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 Required Holders Administrative Agent shall so notify the Constituent Companies Borrower and the Lenders 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. 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 Notes with a copy to their special counsel (as specified in Section 19(3)) (or such shorter period as may be acceptable to the Required Holders in 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 Constituent Companies shall have delivered to 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 7.1(a) or Section 7.1(b), calculating (and, unless such Property is to be removed during the Covenant Relief Period (other than with respect to the CRP Fixed Charge Coverage Ratio pursuant to Section 10.8(i) during the fiscal quarter ending June 30Period, 2022) evidencing compliance with) the 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 Constituent Companies may only request the release of an Unencumbered Property if (1) 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 9.14 or (2) 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 (i) the proceeds of such sale shall be applied in accordance with the terms of Section 9.14 hereof or (ii) the 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 Constituent Companies may give effect to any annualization of components of the applicable Specified Financial Covenants provided for in Section 10.8 (or in the relevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant))9.14. For the avoidance of doubt, the Constituent Companies shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period, (1) place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (2) 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 Issuer’s direct or indirect ownership interest in such Subsidiary) an Unencumbered Property during the Covenant Relief Period. Upon the confirmation by the Required Holders that the conditions to such removal have been satisfied, the Required Holders shall so notify the 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. 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 Notes with a copy to their special counsel (as specified in Section 19(3)) (or such shorter period as may be acceptable to the Required Holders in 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 Constituent Companies shall have delivered to 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 7.1(a) or Section 7.1(b), calculating (and, unless such Property is to be removed during the Covenant Relief Period (other than with respect to the CRP Fixed Charge Coverage Ratio pursuant to Section 10.8(i) during the fiscal quarter ending June 30Period, 2022) evidencing compliance with) the 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 Constituent Companies may only request the release of an Unencumbered Property if (1) 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 9.14 or (2) 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 (i) the proceeds of such sale shall be applied in accordance with the terms of Section 9.14 hereof or (ii) the ​ 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 Constituent Companies may give effect to any annualization of components of the applicable Specified Financial Covenants provided for in Section 10.8 (or in the relevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant)). For the avoidance of doubt, the Constituent Companies shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period, (1) place any Lien (other than a Permitted Lien (but not Permitted Liens described in clause (g) of the definition of the term)) upon, or (2) 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 Issuer’s direct or indirect ownership interest in such Subsidiary) an Unencumbered Property during the Covenant Relief Period. Upon the confirmation by the Required Holders that the conditions to such removal have been satisfied, the Required Holders shall so notify the 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. During the Covenant Relief Period and the Covenant Threshold Adjustment Period, if any, the Constituent Companies The Borrower may, upon not less than 10 Business Days’ notice to holders of the Notes with a copy to their special counsel (as specified in Section 19(3)) Administrative Agent (or such shorter period as may be acceptable to the Required Holders Administrative Agent in their 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 Constituent Companies Borrower shall have delivered to the holders of the Notes an Officer’s 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 7.1(a) or 9.1.or Section 7.1(b)9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Period (other than with respect to the CRP Fixed Charge Coverage Ratio pursuant to Section 10.8(i) during the fiscal quarter ending June 30Period, 2022) evidencing compliance with) the Specified Financial Covenants 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 Constituent Companies Covenant Relief Period, the Borrower may only request the release of an Unencumbered Property if (1i) 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 9.14 2.8.(b)(ii) hereof or (2ii) 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 (ix) the proceeds of such sale shall be applied in accordance with the terms of Section 9.14 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (iiy) the Constituent Companies demonstrate Borrower demonstrates 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 Constituent Companies Borrower may give effect to any the annualization of components of the applicable Specified Financial Covenants quarterly financials provided for in Section 10.8 (or in this Agreement with respect to the relevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant)Covenant Relief Period). For the avoidance of doubt, the Constituent Companies Parent and the Borrower shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period, Period (1i) 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 (2ii) 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 IssuerBorrower’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 Required Holders Administrative Agent shall so notify the Constituent Companies Borrower and the Lenders 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. During the Covenant Relief Period and the Covenant Threshold Adjustment Period, if any, the Constituent Companies The Borrower may, upon not less than 10 Business Days’ prior written notice to holders of the Notes with a copy to their special counsel (as specified in Section 19(3)) Administrative Agent (or such shorter period as may be acceptable to the Required Holders Administrative Agent in their 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 Constituent Companies Borrower shall have delivered to the holders of the Notes an Officer’s 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 7.1(a) or Section 7.1(b)this Agreement, calculating (and, unless such Property is to be removed during the Covenant Relief Period (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) with the Specified Financial Covenants covenants set forth in Section 8.11 as if such Property had not been included in as an the Unencumbered Property Pool at such time and time, (c) if the Constituent Companies may only request Release would result in the release Approval Threshold no longer being satisfied (calculated as of an 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), each Unencumbered Property if (1) during previously added to 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 9.14 or (2) 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 (i) the proceeds of such sale shall be applied in accordance with the terms of Section 9.14 hereof or (ii) the 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 Constituent Companies may give effect to any annualization of components of the applicable Specified Financial Covenants provided for in Section 10.8 (or in the relevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant)). For the avoidance of doubt, the Constituent Companies shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period, (1) 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 (2) 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 Issuer’s direct or indirect ownership interest in such Subsidiary) an Unencumbered Property during the Covenant Relief PeriodRequired Revolving Lenders. Upon the Administrative Agent’s confirmation by the Required Holders that the conditions to such removal have been satisfied, the Required Holders Administrative Agent shall so notify the Constituent Companies Borrower and the Lenders in writing specifying the date of such removal; provided that Release. Upon the Required Holders shall be deemed Borrower’s request and at the Borrower’s sole cost and expense, the Administrative Agent agrees to have confirmed satisfaction of execute and deliver such instruments, documents, certificates and other agreements as the conditions set forth in this Section 9.12 if they shall have failed Borrower may reasonably request to respond to the Constituent Companies within five Business Days after receipt of the Officer’s Certificate delivered pursuant to clause (b) aboveconfirm such Release.

Removal of Unencumbered Properties. During the Covenant Relief Period and the Covenant Threshold Adjustment Period, if any, the Constituent Companies The Borrower may, upon not less than 10 Business Days’ notice to holders of the Notes with a copy to their special counsel (as specified in Section 19(3)) Administrative Agent (or such shorter period as may be acceptable to the Required Holders Administrative Agent in their 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 Constituent Companies Borrower shall have delivered to the holders of the Notes an Officer’s 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 7.1(a) or 9.1.or Section 7.1(b)9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Period (other than with respect to the CRP Fixed Charge Coverage Ratio pursuant to Section 10.8(i) during the fiscal quarter ending June 30Period, 2022) evidencing compliance with) the Specified Financial Covenants 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 Constituent Companies Covenant Relief Period, the Borrower may only request the release of an Unencumbered Property if (1) 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 9.14 or (22.8.(b)(ii) 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 (i) the proceeds of such sale shall be applied in accordance with the terms of Section 9.14 hereof or (ii) the 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 Constituent Companies may give effect to any annualization of components of the applicable Specified Financial Covenants provided for in Section 10.8 (or in the relevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant))hereof. For the avoidance of doubt, the Constituent Companies Parent and the Borrower shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period, Period (1i) 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 (2ii) 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 IssuerBorrower’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 Required Holders Administrative Agent shall so notify the Constituent Companies Borrower and the Lenders 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. During the Covenant Relief Period and the Covenant Threshold Adjustment Period, if any, the Constituent Companies The Borrower may, upon not less than 10 Business Days’ notice to holders of the Notes with a copy to their special counsel (as specified in Section 19(3)) Administrative Agent (or such shorter period as may be acceptable to the Required Holders Administrative Agent in their 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 Constituent Companies Borrower shall have delivered to the holders of the Notes an Officer’s 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 7.1(a) or 9.1.or Section 7.1(b)9.2., calculating (and, unless such Property is to be removed during the Covenant Relief Period (other than 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 10.8(i) during 10.1(j), to the fiscal quarter ending June 30extent applicable), 2022) evidencing compliance with) the Specified Financial Covenants 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) the Constituent Companies Borrower may only request the release of an Unencumbered Property if (1i) 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 9.14 2.8.(b)(ii) hereof or (2ii) 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 (ix) the proceeds of such sale shall be applied in accordance with the terms of Section 9.14 2.8.(b)(ii) hereof (whether or not mandatory prepayments are otherwise required pursuant to such Section 2.8(b)(ii)) or (iiy) the Constituent Companies demonstrate Borrower demonstrates 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 fourfive fiscal quarters ending during the Covenant Threshold Adjustment Period; provided that, for the avoidance of doubt, the Constituent Companies Borrower may give effect to any the annualization of components of the applicable Specified Financial Covenants quarterly financials provided for in Section 10.8 (or in this Agreement with respect to the relevant provision of any Material Credit Facility, in the case of an Additional or More Restricted Covenant)Covenant Relief Period). For the avoidance of doubt, the Constituent Companies Parent and the Borrower shall not, and shall not permit any Subsidiary to, during the Covenant Relief Period, Period (1i) 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 (2ii) 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 IssuerBorrower’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 Required Holders Administrative Agent shall so notify the Constituent Companies Borrower and the Lenders 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.