Common use of Sale of Properties Clause in Contracts

Sale of Properties. On any Business Day, Borrowers may obtain the release of the Charlotte Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) from the Lien of the Charlotte Mortgage (and related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte Property is pursuant to an arms’ length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate of Borrower and/or Guarantor has any beneficial interest; (b) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (c) Borrowers shall: (i) make a prepayment of Principal in an amount equal to the Release Amount; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date); (d) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (e) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (f) Borrowers shall have given Lender at least thirty (30) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇’s approval); (g) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two (2) Business Days prior to the closing of such sale; (h) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys’ fees) incurred by ▇▇▇▇▇▇ in connection with such sale and the release of the Charlotte Property from the Lien of the Loan Documents; (i) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and (j) after giving effect to such release and prepayment, the Debt Yield for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Debt Yield immediately preceding such release and (ii) 13.10%. In addition, on any Business Day, Borrowers may obtain the release of the Queens Release Parcel from the Lien of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel to a third-party, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfied.

Sale of Properties. On any Business Day, Borrowers Borrower may obtain the release of the Charlotte a ------------------ Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) from the Lien of the Charlotte Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte such Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte such Property is pursuant to an arms’ ' length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no any Affiliate of Borrower and/or Guarantor has does not have any beneficial interest; (b) Borrower shall (i) pay all accrued and unpaid interest on the Principal being prepaid pursuant to clause (ii) of this subsection (b) (including, after the occurrence of a Secondary Market Transaction, if such prepayment is not made on a Payment Date, interest through the end of the current Interest Period) and (ii) make a prepayment of Principal in an amount which shall equal or exceed the Release Amount (together with all accrued and unpaid interest on the Principal being prepaid) and pay to Lender the Yield Maintenance Premium (if applicable) or the Prepayment Premium (if applicable) and Exit Fee (if applicable) on the Principal being prepaid; (c) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (c) Borrowers shall: (i) make a prepayment of Principal in an amount equal to the Release Amount; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date); (d) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (e) The representations and warranties made by Borrowers Borrower and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (fe) Borrowers Borrower shall have given Lender at least thirty (30) 20 days’ ' prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all any material related documents, and unless Lender is preparing the release documents, drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇’s Lender's approval); (gf) Borrowers Borrower shall have delivered to Lender a copy of the final draft closing settlement statement for such sale at least two (2) one Business Days Day prior to the closing of such salesale and the final settlement statement on the closing date; (hg) Borrowers Borrower shall have paid to Lender all costs and expenses (including reasonable attorneys’ ' fees) incurred by ▇▇▇▇▇▇ Lender in connection with such sale and the release of the Charlotte such Property from the Lien of the Loan Documents; (ih) Borrowers Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and (ji) after giving effect to such release and prepaymentrelease, the Underwritten Debt Yield Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Underwritten Debt Yield Service Coverage Ratio immediately preceding such release and (ii) 13.10%. In addition, on any Business Day, Borrowers may obtain the release of the Queens Release Parcel from the Lien of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel to a third-party, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfied1.20:1.

Sale of Properties. On any Business DayPayment Date after the Release Date, Borrowers any Borrower may obtain the (i) the release of the Charlotte a Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) from the Lien of the Charlotte Mortgage thereon (and related Loan Documents) thereon and (ii) the release of such Borrower's obligations under the Loan Documents with respect to such Property (other than those obligations expressly stated to survive) upon a bona fide third-party sale of the Charlotte such Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte such Property is pursuant to an arms’ length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate of any Borrower and/or Guarantor has any beneficial interest; (b) Borrowers shall defease an amount of Principal equal to the Release Amount for the Property in question and Borrowers shall satisfy all of the requirements of Section 2.3.3 with respect to such Defeasance; (c) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (cd) Borrowers shall: (i) make Concurrently with such sale, each Borrower Representative shall remain a prepayment of Principal in an amount equal to the Release AmountSpecial Purpose Bankruptcy Remote Entity; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date); (de) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (ef) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (fg) Borrowers shall have given Lender at least thirty (30) 20 days’ ' prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇’s Lender's approval); (gh) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two (2) Business Days prior to the closing of such sale; (hi) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys’ ' fees) incurred by ▇▇▇▇▇▇ Lender in connection with such sale and the release of the Charlotte such Property from the Lien of the Loan Documents; (ij) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and; (jk) after giving effect to such release and prepaymentDefeasance, the Debt Yield Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Debt Yield Service Coverage Ratio immediately preceding such release and (ii) 13.10%. In addition, on any Business Day, Borrowers may obtain 1.89:1 (which is the release Debt Service Coverage Ratio as of the Queens Release Parcel date hereof); (l) Lender shall have received, at Borrowers' cost and expense, a Rating Comfort Letter from the Lien of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel to a third-party, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfied.Rating Agencies;

Sale of Properties. On The Borrower will not, and will not permit any Business DaySubsidiary to, Borrowers may obtain the release of the Charlotte sell, assign, convey or otherwise transfer any Property or any interest in any Property (but not, for the avoidance of doubt, any other Propertya “Transfer”), except for (i) any Transfers in the ordinary course of business, but only to the extent set forth that such Property is Reinvested within the Reinvestment Period, or (y) the proceeds of such Transfer are applied to the purchase price of such replacement Property; (ii) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales of Property (other than Transfers described in clause (iv)) where the aggregate sales price therefor does not exceed $7,500,000 in the last sentence aggregate in any fiscal year; (iv) Transfers of this Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to the end of Section 2.4.1) from the Lien 12.04 of the Charlotte Mortgage Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and related Loan Documents) thereon upon a bona fide third-party sale all amendments, consents, waivers, and other modifications may be effected without the consent of the Charlotte PropertyDefaulting Lenders), provided except that the foregoing shall not permit, in each of the following conditions are satisfied: (a) The sale of the Charlotte Property is pursuant to an arms’ length agreement to a third party not Affiliated with any Borrower or Guarantorcase without such Defaulting Lender’s consent, and in which no Borrower and no Affiliate of Borrower and/or Guarantor has any beneficial interest; (b) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (c) Borrowers shall: (i) make a prepayment of Principal an increase in an amount equal to the Release Amount; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date); (d) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (e) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (f) Borrowers shall have given Lender at least thirty (30) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇Defaulting Lender’s approval); (g) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two (2) Business Days prior to the closing of such sale; (h) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys’ fees) incurred by ▇▇▇▇▇▇ in connection with such sale and the release of the Charlotte Property from the Lien of the Loan Documents; (i) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and (j) after giving effect to such release and prepayment, the Debt Yield for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Debt Yield immediately preceding such release and (ii) 13.10%. In addition, on any Business Day, Borrowers may obtain the release of the Queens Release Parcel from the Lien of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel to a third-party, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Propertystated commitment amounts, (ii) after giving effect the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with Defaulting Lender (unless all applicable Legal Requirements and constitutes a separate tax lotother Lenders affected thereby are treated similarly), (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use extension of the Queens Propertyfinal maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, and or (iv) any other modification which requires the conditions set forth consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in Clauses (aa reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfied.”

Sale of Properties. On any Business DayPayment Date after the Lockout Date, Borrowers any Borrower may obtain the release of the Charlotte any Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) owned by it from the Lien of the Charlotte Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte such Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte such Property is pursuant to an arms’ arm’s-length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate of any Borrower and/or Guarantor has any beneficial interest; (b) Borrowers shall make a prepayment in an amount of Principal equal to the Release Amount for the Property in question together with any Yield Maintenance Premium applicable thereto and in accordance with Section 2.3.3 hereof; (c) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (cd) Borrowers shall: (i) make a prepayment of Principal in an amount equal to Concurrently with such sale, the Release AmountBorrower owning the Property being released shall dissolve and liquidate; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date); (de) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (ef) The Except with respect to specific representations and warranties which have been updated by Borrower and/or Guarantor to reflect updated facts (which due to their nature no longer are true and correct as a result of the passage of time such as, by way of example only, representations relating to financials and/or rent rolls), the representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (fg) Borrowers shall have given Lender at least thirty twenty (3020) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇Lender’s approval); (gh) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two one (21) Business Days Day prior to the closing of such sale; (hi) Borrowers shall have paid to Lender all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees) incurred by ▇▇▇▇▇▇ Lender in connection with such sale and the release of the Charlotte such Property from the Lien of the Loan Documents; (ij) To the extent that the Clearing Account is solely in the name of the Borrower that owns the Property that is being released, as a condition to such release, the name of the Borrower on the Clearing Account will be changed with the Clearing Bank to the name of a remaining Borrower; (k) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and; (jl) after giving effect to such release and prepaymentrepayment, the Debt Yield Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Debt Yield Service Coverage Ratio immediately preceding such release and (ii) 13.102.34:1; (it being acknowledged by Lender that Borrower may prepay the Loan in an amount in sufficient to satisfy this condition provided that such prepayment is accompanied by the applicable Yield Maintenance Premium (if any)) and (m) in the event that, after taking into account the prepayment of Principal pursuant to subclause (b) above, the loan-to-value ratio (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) is greater than 125%. In addition, on any Business Day, Borrowers may obtain shall also make payment of Principal in an amount such that the release loan-to-value ratio (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) is no more than one hundred and twenty five percent (125%). Additionally, throughout the term of the Queens Release Parcel from the Lien Loan, if an Event of Default is continuing, then Borrowers shall pay to Lender, with respect to any payment of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel Debt pursuant to a third-partythis Section 2.4.2(m), provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable an additional amount equal to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfiedYield Maintenance Premium.

Sale of Properties. On any Business Day, Borrowers may obtain Without the release prior written consent of the Charlotte Property (but notLender, for the avoidance Debtor shall not sell, lease, transfer or otherwise dispose of doubtany of the Collateral, any other Property, except to provided that the extent set forth Debtor may sell the Unsold Inventory Timeshare Intervals in the last sentence ordinary course of this Section 2.4.1) from the Lien its business to unaffiliated consumers and remove and dispose of the Charlotte Mortgage (and related Loan Documentsreceive the proceeds thereof) thereon upon a bona fide third-party sale in the ordinary course of its business, free from any Liens created or contemplated by this Agreement, items of Collateral consisting of Equipment which shall have become worn out or obsolete and provided further that the Charlotte PropertyDebtor may sell Notes Receivable (other than the Pledged Notes Receivable) if, provided each of but only if, the following conditions are shall have been satisfied: (a) The the Debtor shall have delivered to the Lender a written request for Lender's issuance to the Debtor of a Letter of Intent in respect of its sale to the Lender of Notes Receivable (other than the Charlotte Property is pursuant Pledged Notes Receivable) on the terms and conditions to an arms’ length agreement be outlined by the Debtor in such request (such terms to a third party not Affiliated include, the par value of such Notes Receivable, the purchase price of such Notes Receivable and such other terms with any Borrower or Guarantor, and respect to such sale as are customarily included in which no Borrower and no Affiliate letters of Borrower and/or Guarantor has any beneficial interestintent); (b) Both immediately before such sale and immediately thereafter, no Default or Event one of Default the following shall be continuingtrue: (i) the Lender shall not have delivered to the Debtor a Letter of Intent in respect of the Debtor's aforesaid request within 20 days after the Lender's receipt of such request; or (ii) the Lender shall have delivered to the Debtor a written response in respect of the Debtor's aforesaid request rejecting the same; or (iii) (A) the Lender shall have delivered to the Debtor a Letter of Intent in respect of the Debtor's aforesaid request within 20 days after the Lender's receipt of such request and (B) within 10 days after receipt of such Letter of Intent, the Debtor shall have informed the Lender that, in the good faith opinion of the Debtor, such Letter of Intent fails to materially satisfy the terms outlined in the aforesaid Debtor's request; or (iv) (A) the Lender shall have delivered to the Debtor a Letter of Intent in respect of the aforesaid Debtor's request within 20 days after the Lender's receipt of such request, (B) within 10 days after receipt of such Letter of Intent, the Debtor shall have executed and returned such Letter of Intent to the Lender, and (C) within 30 days after receipt of such executed Letter of Intent by the Lender, the Lender shall have failed to issue to the Debtor a Phase II Commitment Letter in respect of such Letter of Intent; (c) Borrowers shall: (ithe Debtor shall not have made more than 2 other such requests under this Section 7.4 and/or under Section 7.2(i) make a prepayment hereof during the then current fiscal year of Principal in an amount equal to the Release Amount; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date);Debtor; and (d) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (e) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by shall exist at the occurrence of a Default or Event of Default; (f) Borrowers shall have given Lender at least thirty (30) days’ prior written notice of such sale, accompanied by a copy time of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇’s approval); (g) Borrowers shall have delivered to Lender a copy delivery of the final closing settlement statement for such sale at least two (2) Business Days prior to the closing of such sale; (h) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys’ fees) incurred by ▇▇▇▇▇▇ in connection with such sale and the release of the Charlotte Property from the Lien of the Loan Documents; (i) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and (j) after giving effect to such release and prepayment, the Debt Yield for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Debt Yield immediately preceding such release and (ii) 13.10%. In addition, on any Business Day, Borrowers may obtain the release of the Queens Release Parcel from the Lien of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel to a third-party, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfiedaforesaid written request.

Sale of Properties. On any Business DayPayment Date after the Release Date, Borrowers any Borrower may obtain the release of the Charlotte any Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) owned by it from the Lien of the Charlotte Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte such Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte such Property is pursuant to an arms’ arm’s-length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate of any Borrower and/or Guarantor has any beneficial interest; (b) Both immediately before such sale and immediately thereafter, no Default or Event of Default Borrowers shall be continuing; (c) Borrowers shall: (i) make a prepayment of Principal in an amount equal to the applicable Release Amount; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay Amount plus all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause thereon; (c) (includingBoth immediately before such sale and immediately thereafter, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date)no Event of Default shall be continuing; (d) Concurrently with such sale, the Borrower owning the Property being released shall dissolve and liquidate; (e) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (ef) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (fg) Borrowers shall have given Lender at least thirty twenty (3020) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇Lender’s approval); (gh) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two one (21) Business Days prior to the closing of such sale; (hi) Borrowers shall have paid to Lender all third party out of pocket costs and expenses (including reasonable attorneys’ fees) incurred by ▇▇▇▇▇▇ Lender in connection with such sale and the release of the Charlotte such Property from the Lien of the Loan Documents; (ij) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and; (jk) after giving effect to such release and prepaymentrelease, the Debt Yield Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Debt Yield Service Coverage Ratio immediately preceding such release and (ii) 13.101.80:1.00; and (l) in the event that, after taking into account the prepayment of Principal pursuant to subclause (b) above, the loan-to-value ratio immediately after the release (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) is greater than 125%, Borrowers shall also make payment of Principal in an amount such that the loan-to-value ratio immediately after the release (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) is no more than one hundred and twenty five percent (125%). Additionally, Borrowers shall pay to Lender, with respect to any payment of the Principal pursuant to Section 2.4.1(b) or Section 2.4.1(l) an additional amount equal to the Yield Maintenance Premium. In addition, if any such Principal payment is received by Lender on any Business Daya date other than a Payment Date, Borrowers may obtain shall also pay interest that would have accrued on such prepaid Principal to, but not including, the release of the Queens Release Parcel from the Lien of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel to a third-party, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfiednext Payment Date.

Sale of Properties. On any Business DayPayment Date after the Lockout Date, Borrowers any Borrower may obtain the release of the Charlotte any Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) owned by it from the Lien of the Charlotte Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte such Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte such Property is pursuant to an arms’ arm’s-length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate of any Borrower and/or Guarantor has any beneficial interest; (b) Borrowers shall make a prepayment in an amount of Principal equal to the Release Amount for the Property in question together with any Yield Maintenance Premium applicable thereto and in accordance with Section 2.3.3 hereof; (c) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (cd) Borrowers shall: (i) make a prepayment of Principal in an amount equal to Concurrently with such sale, the Release AmountBorrower owning the Property being released shall dissolve and liquidate; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date); (de) After giving effect to such release, each remaining Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (ef) The Except with respect to specific representations and warranties which have been updated by Borrower and/or Guarantor to reflect updated facts (which due to their nature no longer are true and correct as a result of the passage of time such as, by way of example only, representations relating to financials and/or rent rolls), the representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (fg) Borrowers shall have given Lender at least thirty twenty (3020) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇Lender’s approval); (gh) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two one (21) Business Days Day prior to the closing of such sale; (hi) Borrowers shall have paid to Lender all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees) incurred by ▇▇▇▇▇▇ Lender in connection with such sale and the release of the Charlotte such Property from the Lien of the Loan Documents; (ij) To the extent that the Clearing Account is solely in the name of the Borrower that owns the Property that is being released, as a condition to such release, the name of the Borrower on the Clearing Account will be changed with the Clearing Bank to the name of a remaining Borrower; (k) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and; (jl) after giving effect to such release and prepaymentrepayment, the Debt Yield Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgages Mortgage shall be no less than the greater of (i) the Debt Yield Service Coverage Ratio immediately preceding such release and (ii) 13.101.90:1; (it being acknowledged by Lender that Borrower may prepay the Loan in an amount sufficient to satisfy this condition provided that such prepayment is accompanied by the applicable Yield Maintenance Premium (if any)) and (m) in the event that, after taking into account the prepayment of Principal pursuant to subclause (b) above, the loan-to-value ratio (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) is greater than 125%. In addition, on any Business Day, Borrowers may obtain shall also make payment of Principal in an amount such that the release loan-to-value ratio (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) is no more than one hundred and twenty five percent (125%). Additionally, throughout the term of the Queens Release Parcel from the Lien Loan, if an Event of Default is continuing, then Borrowers shall pay to Lender, with respect to any payment of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel Debt pursuant to a third-partythis Section 2.4.2(m), provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable an additional amount equal to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfiedYield Maintenance Premium.

Sale of Properties. On any Business DayPayment Date after the Release Date, Borrowers any Borrower may obtain the (i) the release of the Charlotte a Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) from the Lien of the Charlotte Mortgage thereon (and related Loan Documents) thereon and (ii) the release of such Borrower’s obligations under the Loan Documents with respect to such Property (other than those obligations expressly stated to survive) upon a bona fide third-party sale of the Charlotte such Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte such Property is pursuant to an arms’ length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate of any Borrower and/or Guarantor has any beneficial interest; (b) Borrowers shall defease an amount of Principal equal to the Release Amount for the Property in question and Borrowers shall satisfy all of the requirements of Section 2.3.3 with respect to such Defeasance; (c) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (cd) Borrowers shall: (i) make Concurrently with such sale, each Borrower Representative shall remain a prepayment of Principal in an amount equal to the Release AmountSpecial Purpose Bankruptcy Remote Entity; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date); (de) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (ef) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (fg) Borrowers shall have given Lender at least thirty (30) 20 days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇Lender’s approval); (gh) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two (2) Business Days prior to the closing of such sale; (hi) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys’ fees) incurred by ▇▇▇▇▇▇ Lender in connection with such sale and the release of the Charlotte such Property from the Lien of the Loan Documents; (ij) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and; (jk) after giving effect to such release and prepaymentDefeasance, the Debt Yield Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Debt Yield Service Coverage Ratio immediately preceding such release and (ii) 13.10%. In addition, on any Business Day, Borrowers may obtain 1.89:1 (which is the release Debt Service Coverage Ratio as of the Queens Release Parcel date hereof); (l) Lender shall have received, at Borrowers’ cost and expense, a Rating Comfort Letter from the Lien of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel to a third-party, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfied.Rating Agencies;

Sale of Properties. On or after the twelfth (12th) Payment Date of the Term, any Business Day, Borrowers Borrower may obtain the release of the Charlotte Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) owned by it from the Lien of the Charlotte Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte such Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte such Property is pursuant to an arms’ ' length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate of any Borrower and/or Guarantor has any beneficial interest; (b) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (c) Borrowers shall: (i) make a prepayment of Principal in an amount equal to the applicable Release Amount; (ii) in the event that, after taking into account the prepayment of Principal pursuant to subclause (i) above, the loan-to-value ratio of the Properties remaining subject to the Lien of the Loan Documents (such value to be determined by the Lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and which shall exclude the value of personal property or going concern value, if any) is greater than one hundred and twenty five percent (125%), the Principal balance of the Loan must be paid down by an amount such that the loan-to-value ratio (such value to be determined by the Lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and which shall exclude the value of personal property or going concern value, if any) is no more than one hundred and twenty five percent (125%); (iii) pay to Lender any Prepayment the Spread Maintenance Premium (if such prepayment occurs prior to the Spread Maintenance Date) and Exit Fee on the Principal being prepaid pursuant to subclause (i) and, if applicable, subclause (ii) of this clause (cb);; and (iiiiv) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) and, if applicable, subclause (ii) of this clause (cb) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal tothrough and including the last day of the Interest Period in which such payment is made); (c) Both immediately before such sale and immediately thereafter, but not including, the next Payment Date)no Default or Event of Default shall be continuing; (d) After giving effect to such release, each remaining Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (e) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (f) Borrowers shall have given Lender at least thirty twenty (3020) days’ ' prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documentsdocuments (including, without limitation, any consent that may be required from the Redevelopment Authority of the City of Milwaukee with respect to a sale of the Milwaukee Property), and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇’s Lender's approval); (g) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two (2) Business Days prior to the closing of such sale; (h) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys’ ' fees) actually incurred by ▇▇▇▇▇▇ Lender in connection with such sale and the release of the Charlotte such Property from the Lien of the Loan Documents; (i) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereof; and; (j) after After giving effect to such release and prepayment, the Debt Yield for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Debt Yield immediately preceding such release and (ii) 13.109.10%. In addition, on any Business Day, Borrowers may obtain the release of the Queens Release Parcel from the Lien of the New York Mortgage ; and (and related Loan Documentsk) thereon upon the transfer of the Queens Release Parcel to a third-party, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after After giving effect to such transferrelease and prepayment, each the unpaid Principal balance of the Queens Release Parcel Loan shall not be less than Twenty Million and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, No/100 Dollars (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a$20,000,000.00), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfied.

Sale of Properties. On any Business Day, Borrowers Any Borrower may obtain the release of the Charlotte a Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) owned by it from the Lien of the Charlotte Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte such Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte such Property is pursuant to an arms’ ' length agreement to a third party not Affiliated with any Borrower or GuarantorBorrower, and in which no Borrower and no Affiliate of any Borrower and/or Guarantor has any beneficial interest; (b) Borrowers shall (i) pay all accrued and unpaid interest on the Principal being prepaid pursuant to clause (ii) of this subsection (b) (including, if such prepayment occurs after the occurrence of a Secondary Market Transaction, interest through the end of the Current Interest Period, if such prepayment is not made on a Payment Date) and (ii) make a prepayment of Principal in an amount which shall equal or exceed the Release Amount; (c) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (c) Borrowers shall: (i) make a prepayment of Principal in an amount equal to the Release Amount; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date); (d) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (e) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (f) Borrowers shall have given Lender at least thirty (30) 10 days’ ' prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇’s Lender's approval); (ge) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two when the same becomes available (2) Business Days prior to but in no event later than the day of the closing of such sale); (hf) Borrowers shall have paid to Lender all reasonable, out-of-pocket costs and expenses (including reasonable attorneys’ ' fees) incurred by ▇▇▇▇▇▇ Lender in connection with such sale and the release of the Charlotte such Property from the Lien of the Loan Documents; (ig) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the unreleased Loan Documents and the Liens thereofthereof on the remaining Properties; and (jh) after giving effect to such release and prepaymentrelease, the Debt Yield Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) 1.25:1; provided that if the Debt Yield immediately preceding such release and (ii) 13.10%. In addition, on any Business DayService Coverage Ratio would be less than 1.25:1, Borrowers may obtain the release prepay a portion of the Queens Release Parcel from the Lien of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel unpaid Principal to a third-partylevel such that, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transferadditional prepayment, each the Debt Service Coverage Ratio of the Queens Release Parcel and the remainder of the Queens Property conforms unpaid Principal is equal to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfiedgreater than 1.25:1.

Sale of Properties. On Neither Parent nor the Borrower will, and will not permit any Business Dayof its Subsidiaries to, Borrowers may obtain the release sell, assign, license, farm-out, convey or otherwise transfer or Dispose of the Charlotte any Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) from the Lien of the Charlotte Mortgage (and related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte Property, provided each of the following conditions are satisfiedfor: (a) The the sale of inventory in the Charlotte Property is pursuant to an arms’ length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate ordinary course of Borrower and/or Guarantor has any beneficial interestbusiness; (b) Both immediately before such sale equipment that is worthless, surplus, or obsolete or worn out in the ordinary course of business, which is no longer used or useful in the conduct of its business or which is replaced by equipment of at least equal suitability and immediately thereafter, no Default or Event of Default shall be continuingvalue; (c) Borrowers shall: (i) make a prepayment Dispositions of Principal accounts receivable in an amount equal to connection with the Release Amount; (ii) pay to Lender any Prepayment Premium on compromise, settlement or collection thereof in the Principal being prepaid pursuant to subclause (i) ordinary course of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date)business; (d) After giving effect (i) issuance of Equity Interests by Parent or the Borrower, (ii) the issuance of Equity Interests by any Subsidiary of the Borrower to such releasethe Borrower or a Subsidiary Guarantor, each or (iii) the issuance of Equity Interests by any Subsidiary of the Borrower shall remain that is not a Special Purpose Bankruptcy Remote EntitySubsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) The representations (i) Dispositions to Parent, the Borrower or any Subsidiary Guarantor, and warranties made (ii) Dispositions by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as any Subsidiary of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty Borrower that is no longer true or correct due not a Subsidiary Guarantor to any changes in facts or circumstances occurring after other Subsidiary of the Closing Date Borrower that do is not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of DefaultSubsidiary Guarantor; (f) Borrowers shall have given Lender at least thirty (30) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts Dispositions resulting from any taking or condemnation of any applicable release documents (which shall be Property of any Loan Party or any Subsidiary of any Loan Party by any Governmental Authority or any assets subject to ▇▇▇▇▇▇’s approval)a casualty; (g) Borrowers shall have delivered to Lender a copy Dispositions, liquidations or use of Cash Equivalents in the final closing settlement statement for such sale at least two (2) Business Days prior to the closing ordinary course of such salebusiness; (h) Borrowers shall have paid the (i) licensing or sublicensing of Intellectual Property to Lender all costs third parties on a non-exclusive basis and expenses (including reasonable attorneys’ feesii) incurred by ▇▇▇▇▇▇ allowing of any registrations or any applications for registration of any immaterial Intellectual Property to lapse or go abandoned, in connection with such sale and each case, in the release ordinary course of the Charlotte Property from the Lien of the Loan Documentsbusiness; (i) Borrowers Dispositions set forth on Schedule 9.10 hereto; (j) the unwinding of any Hedging Agreement voluntarily or pursuant to its terms; (k) transfers of assets subject to a Casualty Event; (l) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (i) leases, subleases, licenses, cross-licenses or sublicenses, in each case in the ordinary course of business and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm which do not materially interfere with the continued validity business of the unreleased Loan Documents Borrower or any of its Subsidiaries and (ii) Dispositions of Intellectual Property no longer used in, useful to or practicable to maintain for, or that are not material to, the Liens thereofbusiness of Parent, the Borrower or any of its Subsidiaries; (n) to the extent constituting Dispositions, transactions permitted under Section 9.03, Section 9.04, Section 9.05 and Section 9.09; (o) Dispositions of RINs in the ordinary course of business, including but not limited to Dispositions to BP Products North America Inc., BP Energy Company or their Affiliates pursuant to the bp Marketing Agreement; and (jp) after giving other Dispositions of Property of fair market value not exceeding $5,000,000 in the aggregate for which any Loan Party or any Subsidiary of any Loan Party receives consideration in the form of cash or Cash Equivalents; provided that, notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, except as required by the Organizational Documents of the applicable Material Joint Venture as in effect to such release on the Closing Date, neither Parent nor the Borrower shall, and prepaymentshall not permit its Subsidiaries to, Dispose of any Equity Interests of any Material Joint Venture that are owned by Parent, the Debt Yield for all Borrower or such Subsidiaries as of the Properties then remaining subject to Closing Date without the Liens prior written consent of the Mortgages shall be no less than the greater of (i) the Debt Yield immediately preceding such release and (ii) 13.10%. In addition, on any Business Day, Borrowers may obtain the release of the Queens Release Parcel from the Lien of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel to a third-party, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfiedAdministrative Agent.

Sale of Properties. On Each of Parent and the Borrower will not, and will not permit any Business Dayother Loan Party to, Borrowers may obtain the release of the Charlotte sell, assign, farm-out, convey or otherwise transfer any Property (but not, for the avoidance of doubt, any other Property, subject to Section 9.10) except to the extent set forth in the last sentence of this Section 2.4.1) from the Lien of the Charlotte Mortgage (and related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte Property, provided each of the following conditions are satisfiedfor: (a) The the sale or other Disposition of Hydrocarbons in the Charlotte Property is pursuant to an arms’ length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate ordinary course of Borrower and/or Guarantor has any beneficial interestbusiness; (b) Both immediately before farmouts of Oil and Gas Properties consisting solely of undeveloped acreage and assignments in connection with such farmouts; (c) if no Default or Event of Default has occurred and is continuing, the sale or other Disposition (including any farmout, asset swap or similar agreement) of Oil and immediately thereafterGas Properties not given any Borrowing Base Value, Equity Interests of any Subsidiary that does not own any Oil and Gas Properties given any Borrowing Base Value, and other assets not included in the Borrowing Base; (d) the sale or transfer of equipment that (i) is obsolete, worn out, or no longer necessary for the business of the Borrower or such other Loan Party or (ii) is replaced by equipment of at least comparable value and use; (e) the sale or other Disposition (including Casualty Events or in connection with any condemnation proceeding) of any Oil and Gas Property that is given Borrowing Base Value or any interest therein or Equity Interests of any Subsidiary owning Oil and Gas Properties that are given Borrowing Base Value, or the Unwind of Swap Agreements; provided that: (i) other than with regard to a Casualty Event or in connection with a condemnation proceeding, no Default or Event of Default shall be continuing; has occurred and is continuing nor would a Default, Event of Default or Borrowing Base Deficiency (cafter giving effect to Section 2.08(a) Borrowers shall: (i) make a and any prepayment of Principal in an amount equal the Loans made with the proceeds of such sale or other Disposition or Unwind (including any prepayment required to the Release Amount;be made pursuant to Section 2.08(a))) result therefrom, (ii) pay either (A) not less than 90% of the consideration received in respect of such sale or other Disposition shall be cash or cash equivalents and any non-cash consideration received (to Lender any Prepayment Premium on the Principal being prepaid pursuant extent constituting an Investment) is permitted under Section 9.05 and is pledged as collateral to subclause secure the Secured Obligations or (iB) the consideration consists of this clause (c);cash, cash equivalents and/or other Oil and Gas Properties, (iii) pay all accrued (other than in respect of Casualty Events) the consideration received in respect of a sale or other Disposition of any Oil and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment DateGas Property, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date); (d) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (e) The representations therein or Equity Interests of any Subsidiary owning Oil and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents Gas Properties shall be true and correct in all material respects on and as equal to or greater than the Fair Market Value of the date Oil and Gas Property, Equity Interest or interest therein subject of such sale or other Disposition (as reasonably determined by a Responsible Officer of the Borrower and after giving effect if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to such salethe foregoing), except to the extent and (iv) if any such representation sale or warranty other Disposition is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence Equity Interests of a Default Subsidiary owning Oil and Gas Properties, such sale or Event other Disposition shall include 100% of Defaultthe Equity Interests of such Subsidiary; (f) Borrowers shall have given Lender at least thirty (30) days’ prior written notice licenses of such saleintellectual property, accompanied by a copy none of which, in the aggregate, materially impair the operation of the applicable contract business of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇’s approval)the Parent or its Subsidiaries; (g) Borrowers shall have delivered the abandonment of intellectual property that is no longer material to Lender a copy the operation of the final closing settlement statement for such sale at least two (2) Business Days prior to business of the closing of such saleParent or its Subsidiaries; (h) Borrowers shall have paid sales and other Dispositions for cash of Properties (not otherwise regulated by this Section 9.11) having a Fair Market Value not to Lender all costs and expenses exceed $2,000,000 during any twelve (including reasonable attorneys’ fees12) incurred by ▇▇▇▇▇▇ in connection with such sale and the release of the Charlotte Property from the Lien of the Loan Documentsmonth period; (i) Borrowers transfers of Properties from any Loan Party to any other Loan Party; provided, that, at the time of such Disposition and Guarantor to the extent required to comply with Section 8.14(a) after giving effect thereto, the relevant Loan Party shall execute grant to the Administrative Agent, as security for the Secured Obligations, a first priority Lien (subject to Liens permitted by Section 9.03) on such Properties as contemplated by such Section; (j) Casualty Events with respect to Properties which are not Oil and deliver such documents as Lender may reasonably request Gas Properties; (k) Dispositions of accounts receivable in connection with the collection or compromise thereof (other than in connection with any financing transaction); (l) any transaction permitted by Section 9.03, Section 9.05, or Section 9.10; (m) any Restricted Payment permitted by Section 9.04; (n) Dispositions of Investments in joint ventures to confirm the continued validity extent required by, or made pursuant to, customary buy/sell arrangements, drag-along rights, tag-along rights, and other customary provisions with respect to joint venture entities set forth in joint venture arrangements; (o) Dispositions of cash and Cash Equivalents in the unreleased Loan Documents and the Liens thereofordinary course of business; and (jp) after giving effect any sale or discount of receivables permitted pursuant to such release and prepayment, the Debt Yield for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Debt Yield immediately preceding such release and (ii) 13.10%. In addition, on any Business Day, Borrowers may obtain the release of the Queens Release Parcel from the Lien of the New York Mortgage (and related Loan Documents) thereon upon the transfer of the Queens Release Parcel to a third-party, provided (i) Borrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) after giving effect to such transfer, each of the Queens Release Parcel and the remainder of the Queens Property conforms to and is in compliance with all applicable Legal Requirements and constitutes a separate tax lot, (iii) the Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the Queens Property, and (iv) the conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of notice and the required documents shall be ten days prior to the proposed release), (h), (i) and (j) above are satisfiedSection 9.09.