Common use of Sale of a Subject Property Clause in Contracts

Sale of a Subject Property. Provided no Default or Event of Default shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.3 and transactions simultaneously occurring under Section 6.2, if any), a Subject Property Owner may from time to time sell, transfer or otherwise convey a Subject Property (or the Borrower or a Subsidiary may sell, transfer or convey the direct or indirect interests in such Subject Property Owner) to a third party or enter into a Joint Venture pursuant to which Borrower no longer owns directly or indirectly 100% of the interests in a Subject Property Owner, provided that, solely with respect to sales, transfers or conveyances of a Collateral Interests Property or the Borrower’s or its Subsidiaries’ direct or indirect interests therein or the consummation of any such Joint Venture, such sale, transfer, conveyance or consummation of such a Joint Venture shall be upon the following terms and conditions in either case: (a) The Borrower shall deliver to the Administrative Agent written notice of the desire to consummate each such sale, transfer, conveyance or Joint Venture on or before the date on which each such sale, transfer, conveyance or Joint Venture is to be effected; (b) Prior to or contemporaneously with such sale, transfer or conveyance or the consummation of such Joint Venture, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower to give effect to such sale, transfer or conveyance or Joint Venture) demonstrating that after giving effect to (i) such sale, transfer or conveyance or Joint Venture and (ii) the prepayment described in (c) below, if any, no Default or Event of Default shall exist with respect to Section 8.19 and Section 8.20 (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lender); and (c) To the extent required to remain in compliance with Borrower’s covenants set forth in Section 8.19 and Section 8.20, the Borrower shall either (i) provide additional Subject Properties pursuant to and in accordance with Section 6.2 necessary to remain in compliance with Borrower’s covenants set forth in Section 8.19 and Section 8.20 or (ii) pay to the Administrative Agent for the account of the Lenders, which payment shall be applied to reduce the outstanding principal balance of the Loans, a release price for such Property in an amount necessary to remain in compliance with Borrower’s covenants set forth in Section 8.19 and Section 8.20. Such payments shall be applied to reduce the outstanding principal balance of the Loans; provided, that the Borrower shall not be required to make a payment which would reduce the principal balance below zero. After giving effect to such sale, transfer or conveyance or Joint Venture, the underlying Real Property that was the subject of such sale, transfer or conveyance or Joint Venture shall no longer be a Subject Property, and the Administrative Agent may unilaterally amend Exhibit “C-1”, “C-2” and “C-3”, as applicable to give effect to such sale, transfer, conveyance or Joint Venture and shall, at the request and the expense of the Borrower, take such actions as may be reasonably requested to release the Collateral associated with such Real Property from the lien or security interest of the Security Documents. Nothing in this Section 6.3 shall in any way be applicable to or otherwise restrict the sale, transfer or conveyance of Additional Interests or Additional Interests Properties.

Sale of a Subject Property. Provided no Default or Event of Unmatured Default shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.3 2A.4 and transactions simultaneously occurring under Section 6.22A.2 and/or 2A.3, if any), a Subject Property Owner may from time to time sell, transfer or otherwise convey a Subject Property (or the Borrower or a Subsidiary may sell, transfer or convey the direct or indirect interests in such Subject Property Owner) to a third party or enter into a Joint Venture pursuant to which Borrower no longer owns directly or indirectly 100% of the interests in a Subject Property Owner, provided that, solely Owner (or at least 98.5% with respect to salesa Subject Property Owner directly or indirectly owned by JDN), transfers or conveyances of a Collateral Interests Property or the Borrower’s or its Subsidiaries’ direct or indirect interests therein or the consummation of any such Joint Venture, provided that such sale, transfer, conveyance or consummation of such a Joint Venture shall be upon the following terms and conditions in either caseconditions: (a) The Borrower shall deliver to the Administrative Agent written notice of the desire to consummate each such sale, transfer, conveyance or Joint Venture on or before the date that is five (5) Business Days prior to the date on which each such sale, transfer, conveyance or Joint Venture is to be effected; (b) Prior On or before the date that is five (5) Business Days prior to or contemporaneously with the date of such sale, transfer or conveyance or the consummation of such Joint Venture, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower to give effect to such sale, transfer or conveyance or Joint Venture) demonstrating that after giving effect to (i) such sale, transfer or conveyance or Joint Venture and (ii) the prepayment described in (c) below or the deposit of the cash collateral with Administrative Agent described in (c) below, if any, no Default or Event of Unmatured Default shall exist with respect to Section 8.19 and Section 8.20 6.18(ix), (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lenderx) or (xi); and (c) To the extent required to remain in compliance with Borrower’s covenants covenant set forth in Section 8.19 and Section 8.206.18(ix), (x) or (xi) the Borrower shall shall, on or before such sale, transfer or conveyance or the consummation of such Joint Venture, either (ia) provide additional Subject Properties pursuant to and in accordance with Section 6.2 2A.2 necessary to remain in compliance with Borrower’s covenants covenant set forth in Section 8.19 and Section 8.20 6.18(ix), (x) or (iixi), (b) pay to the Administrative Agent for the account of the Lenders, which payment shall be applied to reduce the outstanding principal balance of the Loans, a release price for such Property in an amount necessary to remain in compliance with Borrower’s covenant set forth in Section 6.18(ix), (x) or (xi) or (c) deposit with Administrative Agent cash collateral in accordance with Section 2A.3 in an amount necessary to remain in compliance with Borrower’s covenants set forth in Section 8.19 6.18(ix), (x) and Section 8.20(xi). Such payments shall be applied to reduce the outstanding principal balance of the Loans; provided, that the Borrower shall not be required to make a payment which would reduce the principal balance below zero. After giving effect to such sale, transfer or conveyance or Joint Venture, the underlying Real Property Project that was the subject of such sale, transfer or conveyance or Joint Venture shall no longer be a Subject Property, and the Administrative Agent may unilaterally amend Exhibit “C-1”Schedule 1.1, “C-2” Schedule 1.2 and “C-3”Schedule 1.3, as applicable to give effect to such sale, transfer, conveyance or Joint Venture and shall, at the request and the expense of the Borrower, take such actions as may be reasonably requested to release the Collateral associated with such Real Property from the lien or security interest of the Security Documents. Nothing in this Section 6.3 shall in any way be applicable to or otherwise restrict the sale, transfer or conveyance of Additional Interests or Additional Interests PropertiesVenture.

Sale of a Subject Property. Provided no Default or Event of Default shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.3 and transactions simultaneously occurring under Section 6.2, if any), a Subject Property Owner may from time to time sell, transfer or otherwise convey a Subject Property (or the Borrower or a Subsidiary may sell, transfer or convey the direct or indirect interests in such Subject Property Owner) to a third party or enter into a Joint Venture pursuant to which Borrower no longer owns directly or indirectly 100% of the interests in a Subject Property Owner, provided that, solely with respect to sales, transfers or conveyances of a Collateral Interests Property or the Borrower’s or its Subsidiaries’ direct or indirect interests therein or the consummation of any such Joint Venture, such sale, transfer, conveyance or consummation of such a Joint Venture shall be upon the following terms and conditions in either case: (ai) The Borrower shall deliver to the Administrative Agent written notice of the desire to consummate each such sale, transfer, conveyance or Joint Venture on or before the date on which each such sale, transfer, conveyance or Joint Venture is to be effected; (bii) Prior to or contemporaneously with such sale, transfer or conveyance or the consummation of such Joint Venture, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower Borrower, based on the advice of the Accountants, to give effect to such sale, transfer or conveyance or Joint Venture) demonstrating that after giving effect to (ia) such sale, transfer or conveyance or Joint Venture and (iib) the prepayment described in (ciii) below, if any, no Default or Event of Default shall exist with respect to Section 8.19 and Section 8.20 (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lender); and (ciii) To the extent required to remain in compliance with Borrower’s covenants set forth in Section 8.19 and Section 8.20, the Borrower shall either (ia) provide additional Subject Properties pursuant to and in accordance with Section 6.2 necessary to remain in compliance with Borrower’s covenants set forth in Section 8.19 and Section 8.20 or (iib) pay to the Administrative Agent for the account of the Lenders, which payment shall be applied to reduce the outstanding principal balance of the Loans, a release price for such Property in an amount necessary to remain in compliance with Borrower’s covenants set forth in Section 8.19 and Section 8.20. Such payments shall be applied to reduce the outstanding principal balance of the Loans; provided, that the Borrower shall not be required to make a payment which would reduce the principal balance below zero. After giving effect to such sale, transfer or conveyance or Joint Venture, the underlying Real Property that was the subject of such sale, transfer or conveyance or Joint Venture shall no longer be a Subject Property, and the Administrative Agent may unilaterally amend Exhibit “C-1”, “C-2” and “C-3”, as applicable to give effect to such sale, transfer, conveyance or Joint Venture and shall, at the request and the expense of the Borrower, take such actions as may be reasonably requested to release the Collateral associated with such Real Property from the lien or security interest of the Security DocumentsVenture. Nothing in this Section 6.3 shall in any way be applicable to or otherwise restrict the sale, transfer or conveyance of Additional Interests or Additional Interests Properties.

Sale of a Subject Property. (a) Provided no Default or Event of Default shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.3 6.3(a) and transactions simultaneously occurring under Section 6.2, if any), a Subject Property Owner may from time to time sell, transfer or otherwise convey a Subject Property (or the Borrower or a Subsidiary may sell, transfer or convey the direct or indirect interests in such Subject Property Owner) to a third party or enter into a Joint Venture pursuant to which Borrower no longer owns directly or indirectly 100% of the interests in a Subject Property Owner, provided that, solely with respect to sales, transfers or conveyances of a Collateral Interests Property or the Borrower’s or its Subsidiaries’ direct or indirect interests therein or the consummation of any such Joint Venture, such sale, transfer, conveyance or consummation of such a Joint Venture shall be upon the following terms and conditions in either case: (ai) The Borrower shall deliver to the Administrative Agent written notice of the desire to consummate each such sale, transfer, conveyance or Joint Venture on or before the date on which each such sale, transfer, conveyance or Joint Venture is to be effected; (bii) Prior to or contemporaneously with such sale, transfer or conveyance or the consummation of such Joint Venture, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower Borrower, based on the advice of the Accountants, to give effect to such sale, transfer or conveyance or Joint Venture) demonstrating that after giving effect to (ia) such sale, transfer or conveyance or Joint Venture and (iib) the prepayment described in (ciii) below, if any, no Default or Event of Default shall exist with respect to Section 8.19 and Section 8.20 (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lender)8.20; and (ciii) To the extent required to remain in compliance with Borrower’s covenants set forth in Section 8.19 and Section 8.20, the Borrower shall either (i) provide additional Subject Properties pursuant to and in accordance with Section 6.2 necessary to remain in compliance with Borrower’s covenants set forth in Section 8.19 and Section 8.20 or (ii) pay to the Administrative Agent for the account of the Lenders, which payment shall be applied to reduce the outstanding principal balance of the Loans, a release price for such Property in an amount necessary to remain in compliance with Borrower’s covenants set forth in Section 8.19 and Section 8.20. Such payments shall be applied to reduce the outstanding principal balance of the Loans; provided, that the Borrower shall not be required to make a payment which would reduce the principal balance below zero. After giving effect to such sale, transfer or conveyance or Joint Venture, the underlying Real Property that was the subject of such sale, transfer or conveyance or Joint Venture shall no longer be a Subject Property, and the Administrative Agent may unilaterally amend Exhibit “C-1”, “C-2” and “C-3”, as applicable to give effect to such sale, transfer, conveyance or Joint Venture and shall, at the request and the expense of the Borrower, take such actions as may be reasonably requested to release the Collateral associated with such Real Property from the lien or security interest of the Security Documents. Nothing in this Section 6.3 shall in any way be applicable to or otherwise restrict the sale, transfer or conveyance of Additional Interests or Additional Interests Properties.

Sale of a Subject Property. Provided no Default or Event of Unmatured Default shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.3 2A.4 and transactions simultaneously occurring under Section 6.22A.2 and/or 2A.3, if any), a Subject Property Owner may from time to time sell, transfer or otherwise convey a Subject Property (or the Borrower or a Subsidiary may sell, transfer or convey the direct or indirect interests in such Subject Property Owner) to a third party or enter into a Joint Venture pursuant to which Borrower no longer owns directly or indirectly 100% of the interests in a Subject Property Owner, provided that, solely Owner (or at least 98.5% with respect to salesa Subject Property Owner directly or indirectly owned by JDN), transfers or conveyances of a Collateral Interests Property or the Borrower’s or its Subsidiaries’ direct or indirect interests therein or the consummation of any such Joint Venture, provided that such sale, transfer, conveyance or consummation of such a Joint Venture shall be upon the following terms and conditions in either caseconditions: (a) The Borrower shall deliver to the Administrative Agent written notice of the desire to consummate each such sale, transfer, conveyance or Joint Venture on or before the date that is five (5) Business Days prior to the date on which each such sale, transfer, conveyance or Joint Venture is to be effected; (b) Prior On or before the date that is five (5) Business Days prior to or contemporaneously with the date of such sale, transfer or conveyance or the consummation of such Joint Venture, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower to give effect to such sale, transfer or conveyance or Joint Venture) demonstrating that after giving effect to (i) such sale, transfer or conveyance or Joint Venture and (ii) the prepayment described in (c) below or the deposit of the cash collateral with Administrative Agent described in (c) below, if any, no Default or Event of Unmatured Default shall exist with respect to Section 8.19 and Section 8.20 6.21(vii), (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lenderviii) or (ix); and (c) To the extent required to remain in compliance with Borrower’s covenants covenant set forth in Section 8.19 and Section 8.206.21(vii), (viii) or (ix) the Borrower shall shall, on or before such sale, transfer or conveyance or the consummation of such Joint Venture, either (ia) provide additional Subject Properties pursuant to and in accordance with Section 6.2 2A.2 necessary to remain in compliance with Borrower’s covenants covenant set forth in Section 8.19 and Section 8.20 6.21(vii), (viii) or (iiix), (b) pay to the Administrative Agent for the account of the Lenders, which payment shall be applied to reduce the outstanding principal balance of the Loans, a release price for such Property in an amount necessary to remain in compliance with Borrower’s covenant set forth in Section 6.21(vii), (viii) or (ix) or (c) deposit with Administrative Agent cash collateral in accordance with Section 2A.3 in an amount necessary to remain in compliance with Borrower’s covenants set forth in Section 8.19 6.21(vii), (viii) and Section 8.20(ix). Such payments shall be applied to reduce the outstanding principal balance of the Loans; provided, that the Borrower shall not be required to make a payment which would reduce the principal balance below zero. After giving effect to such sale, transfer or conveyance or Joint Venture, the underlying Real Property Project that was the subject of such sale, transfer or conveyance or Joint Venture shall no longer be a Subject Property, and the Administrative Agent may unilaterally amend Exhibit “C-1”Schedule 1.1, “C-2” Schedule 1.2 and “C-3”Schedule 1.3, as applicable to give effect to such sale, transfer, conveyance or Joint Venture and shall, at the request and the expense of the Borrower, take such actions as may be reasonably requested to release the Collateral associated with such Real Property from the lien or security interest of the Security Documents. Nothing in this Section 6.3 shall in any way be applicable to or otherwise restrict the sale, transfer or conveyance of Additional Interests or Additional Interests PropertiesVenture.