Common use of Sales, Etc. of Assets Clause in Contracts

Sales, Etc. of Assets. (i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose of, or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose of, or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, or grant any option or other right to purchase, lease or otherwise acquire (each action described in clauses (i) and (ii) of this subsection (e), including, without limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereof), or obtain a release of the Liens created under the Loan Documents, in each case other than the following Transfers and releases, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (A) the Transfer of any Asset or Assets that are not Borrowing Base Assets from any Loan Party to another Loan Party (other than the Parent Guarantor) or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party (other than the Parent Guarantor), (B) the Transfer of any Asset or Assets that are not Borrowing Base Assets to any Person that is not a Loan Party, provided that (1) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer, and (2) in the case of any such Transfer which shall result in the aggregate purchase price paid to the Loan Parties (or any of them) to exceed $50,000,000 in any 12-month period and any such Transfer thereafter consummated during such 12-month period, prior to the date of such Transfer, the Borrower shall have delivered to the Administrative Agent (x) a Borrowing Base Certificate demonstrating that the Total Borrowing Base Value (calculated on a pro forma basis after giving effect to such Transfer and to any repayment of Advances made at the time thereof) will be greater than or equal to the Facility Exposure, and (y) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clause (1) and confirming that no Default or Event of Default shall exist on the date of such Transfer or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agent, (C) the Transfer of any Borrowing Base Asset or Borrowing Base Assets to any Person, or obtaining a release of the Liens created under the Loan Documents with respect to a Borrowing Base Asset or Borrowing Base Assets, in each case with the intention that such Borrowing Base Asset or Borrowing Base Assets, upon consummation of such Transfer or release, shall no longer constitute a Borrowing Base Asset or Borrowing Base Assets, provided that: (1) immediately after giving effect to such Transfer or release, as the case may be, the remaining Borrowing Base Assets shall continue to satisfy the requirements set forth in clauses (a) through (h) of the definition of Borrowing Base Conditions, (2) immediately after giving effect to such Transfer or release, as the case may be, no Default or Event of Default shall exist or result therefrom, (3) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer or release, (4) on or prior to the date of such Transfer or release, as the case may be, the Borrower shall have delivered to the Administrative Agent a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clauses (1) through (3), together with supporting information in detail reasonably satisfactory to the Administrative Agent, and (5) With respect to a release of the Liens created under the Loan Documents only, which release is not executed as a result of a Transfer or refinancing of such Borrowing Base Asset, Borrower shall have received the prior written approval of the release from the Administrative Agent and the Required Lenders, or (D) the Transfer of (1) obsolete or worn out personal property in the ordinary course of business or (2) inventory in the ordinary course of business, which personal property or inventory, as the case may be, is used or held in connection with an Asset. Following (x) a Transfer of all Borrowing Base Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C) or (y) the release by a Subsidiary Guarantor of all Borrowing Base Assets owned or leased by it such that such Borrowing Base Assets become non-Borrowing Base Assets pursuant to Section 5.02(e)(ii)(C), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release such Subsidiary Guarantor from the Guaranty and the Security Agreement.

Sales, Etc. of Assets. (i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire (each action described in clauses (i) and (ii) of this subsection (e), including, without limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereofthereof or any TRS Lessee), or obtain a release of the Liens created under the Loan Documents, in each case other than the following Transfers and releasesTransfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (A) the Transfer of any Asset or Assets Assets, including unimproved land, that are not Borrowing Base Unencumbered Assets from any Loan Party to another Loan Party (other than the Parent Guarantor) or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party (other than the Parent Guarantor), (B) the Transfer of any Asset or Assets that are not Borrowing Base direct or indirect interests in Unencumbered Assets to any Person that is not a Loan Party, provided that (1) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer, and (2) in the case of any such Transfer which shall result in the aggregate purchase price paid to the Loan Parties (on or any of them) to exceed $50,000,000 in any 12-month period and any such Transfer thereafter consummated during such 12-month period, prior to the date of such TransferTransfer or designation, as the case may be, (C) the Transfer of any Unencumbered Asset or Unencumbered Assets to any Person, or the designation of an Unencumbered Asset or Unencumbered Assets as a non-Unencumbered Asset or non-Unencumbered Assets, in each case with the intention that such Unencumbered Asset or Unencumbered Assets, upon consummation of such Transfer or designation, shall no longer constitute an Unencumbered Asset or Unencumbered Assets, provided that: (1) such Transfer does not constitute a Sale and Leaseback Transaction, and immediately after giving effect to such Transfer or designation, as the case may be, the remaining Unencumbered Assets shall continue to satisfy the requirements set forth in clauses (a) through (k) of the definition of Unencumbered Asset Pool Conditions, (2) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 on a pro forma basis immediately after giving effect to such Transfer or designation, and (3) on or prior to the date of such Transfer or designation, as the case may be, the Borrower shall have delivered to the Administrative Agent (xA) a Borrowing Base Certificate demonstrating certificate signed by a Responsible Officer of the Borrower, stating that the Total Borrowing Base Value (calculated on a pro forma basis before and after giving effect to such Transfer and to any repayment of Advances made at or designation, as the time thereof) will case may be, the Parent Guarantor shall be greater than or equal in compliance with the covenants contained in Section 5.04(b), together with supporting information in form satisfactory to the Facility ExposureAdministrative Agent showing the computations used in determining compliance with such covenants, and (yB) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clause clauses (1) through (3) and confirming that such Transfer does not constitute a Sale and Leaseback Transaction and that no Default or Event of Default shall exist on the date of such Transfer or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agent, (C) the Transfer of any Borrowing Base Asset or Borrowing Base Assets to any Person, or obtaining a release of the Liens created under the Loan Documents with respect to a Borrowing Base Asset or Borrowing Base Assets, in each case with the intention that such Borrowing Base Asset or Borrowing Base Assets, upon consummation of such Transfer or release, shall no longer constitute a Borrowing Base Asset or Borrowing Base Assets, provided that: (1) immediately after giving effect to such Transfer or release, as the case may be, the remaining Borrowing Base Assets shall continue to satisfy the requirements set forth in clauses (a) through (h) of the definition of Borrowing Base Conditions, (2) immediately after giving effect to such Transfer or release, as the case may be, no Default or Event of Default shall exist or result therefrom, (3) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer or release, (4) on or prior to the date of such Transfer or release, as the case may be, the Borrower shall have delivered to the Administrative Agent a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clauses (1) through (3), together with supporting information in detail reasonably satisfactory to the Administrative Agent, and (5) With respect to a release of the Liens created under the Loan Documents only, which release is not executed as a result of a Transfer or refinancing of such Borrowing Base Asset, Borrower shall have received the prior written approval of the release from the Administrative Agent and the Required Lenders, or (D) the Transfer of (1) obsolete or worn out personal property FF&E in the ordinary course of business or (2) inventory in the ordinary course of business, which personal property FF&E or inventory, as the case may be, is used or held in connection with an Unencumbered Asset. Following (x) a Transfer of all Borrowing Base Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C) or (y) the release by a Subsidiary Guarantor of all Borrowing Base Assets owned or leased by it such that such Borrowing Base Assets become non-Borrowing Base Assets pursuant to Section 5.02(e)(ii)(C), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release such Subsidiary Guarantor from the Guaranty and the Security Agreement.

Sales, Etc. of Assets. (i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire (each action described in clauses (i) and (ii) of this subsection (e), including, without limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereof), or obtain a release of the Liens created under the Loan Documents, in each case other than the following Transfers and releasesTransfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (A) the Transfer of any Asset or Assets Assets, including unimproved land, that are not Borrowing Base Unencumbered Assets from any Loan Party to another Loan Party (other than the Parent Guarantor) or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party (other than the Parent Guarantor), (B) the Transfer of any Asset or Assets that are not Borrowing Base Unencumbered Assets to any Person that is not a Loan Party, provided that (1) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer, and (2) in the case of any such Transfer which shall result in the aggregate purchase price paid to the Loan Parties (on or any of them) to exceed $50,000,000 in any 12-month period and any such Transfer thereafter consummated during such 12-month period, prior to the date of such TransferTransfer or designation, as the case may be, (C) the Transfer of any Unencumbered Asset or Unencumbered Assets to any Person, or the designation of an Unencumbered Asset or Unencumbered Assets as a non-Unencumbered Asset or non-Unencumbered Assets, in each case with the intention that such Unencumbered Asset or Unencumbered Assets, upon consummation of such Transfer or designation, shall no longer constitute an Unencumbered Asset or Unencumbered Assets, provided that: (1) immediately after giving effect to such Transfer or designation, as the case may be, the remaining Unencumbered Assets shall continue to satisfy the requirements set forth in clauses (a) through (k) of the definition of Unencumbered Asset Pool Conditions, (2) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 on a pro forma basis immediately after giving effect to such Transfer or designation, and (3) on or prior to the date of such Transfer or designation, as the case may be, the Borrower shall have delivered to the Administrative Agent (xA) a Borrowing Base Certificate demonstrating certificate signed by a Responsible Officer of the Borrower, stating that the Total Borrowing Base Value (calculated on a pro forma basis before and after giving effect to such Transfer and to any repayment of Advances made at or designation, as the time thereof) will case may be, the Parent Guarantor shall be greater than or equal in compliance with the covenants contained in Section 5.04(b), together with supporting information in form satisfactory to the Facility ExposureAdministrative Agent showing the computations used in determining compliance with such covenants, and (yB) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clause clauses (1) through (3) and confirming that no Default or Event of Default shall exist on the date of such Transfer or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agent, (C) the Transfer of any Borrowing Base Asset or Borrowing Base Assets to any Person, or obtaining a release of the Liens created under the Loan Documents with respect to a Borrowing Base Asset or Borrowing Base Assets, in each case with the intention that such Borrowing Base Asset or Borrowing Base Assets, upon consummation of such Transfer or release, shall no longer constitute a Borrowing Base Asset or Borrowing Base Assets, provided that: (1) immediately after giving effect to such Transfer or release, as the case may be, the remaining Borrowing Base Assets shall continue to satisfy the requirements set forth in clauses (a) through (h) of the definition of Borrowing Base Conditions, (2) immediately after giving effect to such Transfer or release, as the case may be, no Default or Event of Default shall exist or result therefrom, (3) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer or release, (4) on or prior to the date of such Transfer or release, as the case may be, the Borrower shall have delivered to the Administrative Agent a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clauses (1) through (3), together with supporting information in detail reasonably satisfactory to the Administrative Agent, and (5) With respect to a release of the Liens created under the Loan Documents only, which release is not executed as a result of a Transfer or refinancing of such Borrowing Base Asset, Borrower shall have received the prior written approval of the release from the Administrative Agent and the Required Lenders, or (D) the Transfer of (1) obsolete or worn out personal property FF&E in the ordinary course of business or (2) inventory in the ordinary course of business, which personal property FF&E or inventory, as the case may be, is used or held in connection with an Unencumbered Asset. Following (x) a Transfer of all Borrowing Base Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C) or (y) the release by a Subsidiary Guarantor of all Borrowing Base Assets owned or leased by it such that such Borrowing Base Assets become non-Borrowing Base Assets pursuant to Section 5.02(e)(ii)(C), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release such Subsidiary Guarantor from the Guaranty and the Security Agreement.

Sales, Etc. of Assets. (i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire (each action described in clauses (i) and (ii) of this subsection (e), including, without limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereof), or obtain a release of the Liens created under the Loan Documents, in each case other than the following Transfers and releasesTransfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (A) the Transfer of any Asset or Assets that are not Borrowing Base Assets from any Loan Party to another Loan Party (other than the Parent Guarantor) or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party (other than the Parent Guarantor), (B) the Transfer of any Asset or Assets that are not Borrowing Base Assets to any Person that is not a Loan Party, provided that (1) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer, and (2) in the case of any such Transfer which shall result in the aggregate purchase price paid to the applicable Loan Parties (Party or any of them) to exceed $50,000,000 in any 12-month period and any Subsidiary for such Transfer thereafter consummated during such 12-month period, prior to Asset or Assets shall not be materially less than the date fair market value of such Transfer, the Borrower shall have delivered to the Administrative Agent (x) a Borrowing Base Certificate demonstrating that the Total Borrowing Base Value (calculated on a pro forma basis after giving effect to such Transfer and to any repayment of Advances made Asset or Assets at the time thereof) will be greater than or equal to the Facility Exposure, and (y) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clause (1) and confirming that no Default or Event of Default shall exist on the date of such Transfer or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agentsale, (C) the Transfer of any Borrowing Base Asset or Borrowing Base Assets to any Person, or obtaining a release the designation of the Liens created under the Loan Documents with respect to a Borrowing Base Asset or Borrowing Base Assets as a non-Borrowing Base Asset or non-Borrowing Base Assets, in each case with the intention that such Borrowing Base Asset or Borrowing Base Assets, upon consummation of such Transfer or releasedesignation, shall no longer constitute a Borrowing Base Asset or Borrowing Base Assets, provided that: (1) immediately after giving effect to such Transfer or releasedesignation, as the case may be, the remaining Borrowing Base Assets shall continue to satisfy the requirements set forth in clauses (a) through (hj) of the definition of Borrowing Base Conditions, (2) immediately after giving effect to such Transfer or release, as the case may be, no Default or Event of Default shall exist or result therefrom, (3) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer or release,designation, and (43) on or prior to the date of such Transfer or releasedesignation, as the case may be, the Borrower shall have delivered to the Administrative Agent (A) an Availability Certificate demonstrating that the Facility Available Amount (calculated on a pro forma basis after giving effect to such Transfer or designation and to any repayment of Advances made at the time thereof) will be greater than or equal to the Facility Exposure, and (B) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clauses (1) through and (3)2) and confirming that no Default or Event of Default shall exist on the date of such Transfer or designation or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agent, and (5) With respect to a release of the Liens created under the Loan Documents only, which release is not executed as a result of a Transfer or refinancing of such Borrowing Base Asset, Borrower shall have received the prior written approval of the release from the Administrative Agent and the Required Lenders, or (D) the Transfer of (1) obsolete or worn out personal property FF&E in the ordinary course of business or (2) inventory in the ordinary course of business, which personal property FF&E or inventory, as the case may be, is used or held in connection with an a Borrowing Base Asset. Following (xI) a Transfer of all Borrowing Base Assets owned or and leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C) or (yII) the release designation by a Subsidiary Guarantor of all Borrowing Base Assets owned or leased by it such that such Borrowing Base Assets become as non-Borrowing Base Assets pursuant to Section 5.02(e)(ii)(C), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release such Subsidiary Guarantor from the Guaranty and the Security AgreementGuaranty.

Sales, Etc. of Assets. (i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire (each action described in clauses (i) and (ii) of this subsection (e), including, without limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereofthereof or any TRS Lessee), or obtain a release of the Liens created under the Loan Documents, in each case other than the following Transfers and releasesTransfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (A) the Transfer of any Asset or Assets Assets, including unimproved land, that are not Borrowing Base Unencumbered Assets from any Loan Party to another Loan Party (other than the Parent Guarantor) or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party (other than the Parent Guarantor), (B) the Transfer of any Asset or Assets that are not Borrowing Base direct or indirect interests in Unencumbered Assets to any Person that is not a Loan Party, provided that (1) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer, and (2) in the case of any such Transfer which shall result in the aggregate purchase price paid to the Loan Parties (on or any of them) to exceed $50,000,000 in any 12-month period and any such Transfer thereafter consummated during such 12-month period, prior to the date of such TransferTransfer or designation, as the case may be, (C) the Transfer of any Unencumbered Asset or Unencumbered Assets to any Person, or the designation of an Unencumbered Asset or Unencumbered Assets as a non-Unencumbered Asset or non-Unencumbered Assets, in each case with the intention that such Unencumbered Asset or Unencumbered Assets, upon consummation of such Transfer or designation, shall no longer constitute an Unencumbered Asset or Unencumbered Assets, provided that: (1) such Transfer does not constitute a Sale and Leaseback Transaction, and immediately after giving effect to such Transfer or designation, as the case may be, the remaining Unencumbered Assets shall continue to satisfy the requirements set forth in clauses (a) through (k) of the definition of Unencumbered Asset Pool Conditions, (2) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 on a pro forma basis immediately after giving effect to such Transfer or designation, and (3) on or prior to the date of such Transfer or designation, as the case may be, the Borrower shall have delivered to the Administrative Agent (xA) a Borrowing Base Certificate demonstrating certificate signed by a Responsible Officer of the Borrower, stating that the Total Borrowing Base Value (calculated on a pro forma basis before and after giving effect to such Transfer and to any repayment of Advances made at or designation, as the time thereof) will case may be, the Parent Guarantor shall be greater than or equal in compliance with the covenants contained in Section 5.04(b), together with supporting information in form satisfactory to the Facility ExposureAdministrative Agent showing the computations used in determining compliance with such covenants, and (yB) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clause clauses (1) through (3) and confirming that such Transfer does not constitute a Sale and Leaseback Transaction and that no Default or Event of Default shall exist on the date of such Transfer or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agent, (C) the Transfer of any Borrowing Base Asset or Borrowing Base Assets to any Person, or obtaining a release of the Liens created under the Loan Documents with respect to a Borrowing Base Asset or Borrowing Base Assets, in each case with the intention that such Borrowing Base Asset or Borrowing Base Assets, upon consummation of such Transfer or release, shall no longer constitute a Borrowing Base Asset or Borrowing Base Assets, provided that: (1) immediately after giving effect to such Transfer or release, as the case may be, the remaining Borrowing Base Assets shall continue to satisfy the requirements set forth in clauses (a) through (h) of the definition of Borrowing Base Conditions, (2) immediately after giving effect to such Transfer or release, as the case may be, no Default or Event of Default shall exist or result therefrom, (3) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer or release, (4) on or prior to the date of such Transfer or release, as the case may be, the Borrower shall have delivered to the Administrative Agent a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clauses (1) through (3), together with supporting information in detail reasonably satisfactory to the Administrative Agent, and (5) With respect to a release of the Liens created under the Loan Documents only, which release is not executed as a result of a Transfer or refinancing of such Borrowing Base Asset, Borrower shall have received the prior written approval of the release from the Administrative Agent and the Required Lenders, or (D) the Transfer of (1) obsolete or worn out personal property FF&E in the ordinary course of business or (2) inventory in the ordinary course of business, which personal property FF&E or inventory, as the case may be, is used or held in connection with an Unencumbered Asset. Following (x) a Transfer of a portion of or all Borrowing Base Unencumbered Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C) or (y) the release designation by a Subsidiary Guarantor of a portion of or all Borrowing Base Unencumbered Assets owned or leased by it such that such Borrowing Base Assets become as non-Borrowing Base Unencumbered Assets pursuant to Section 5.02(e)(ii)(C), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release such Subsidiary Guarantor from the Guaranty Guarantyits interest in any mortgages, deeds of trust, deeds to secure debt, security agreement and UCC financing statements from such transferred Unencumbered Assets or assets designated as non-Unencumbered Assets provided that the other Agents shall simultaneously release their interests as well. Further, following a Transfer of all Unencumbered Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C), the Agents shall, upon the request of the Borrower and at the Borrower’s expense, promptly (A) release such Subsidiary Guarantor and the TRS Lessee that has leased such Unencumbered Asset from the Guaranty, Pledge Agreement and Security Agreement, as applicable, and (B) release each Pledgor of any Equity Interests issued by such Subsidiary Guarantor and/or by such TRS Lessee from the Pledge Agreement (but solely to the extent of its obligations thereunder with respect to such Equity Interests).

Sales, Etc. of Assets. (i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire (each action described in clauses (i) and (ii) of this subsection (e), including, without limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereofthereof or any TRS Lessee), or obtain a release of the Liens created under the Loan Documents, in each case other than the following Transfers and releasesTransfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (A) the Transfer of any Asset or Assets Assets, including unimproved land, that are not Borrowing Base Unencumbered Assets from any Loan Party to another Loan Party (other than the Parent Guarantor) or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party (other than the Parent Guarantor), (B) the Transfer of any Asset or Assets that are not Borrowing Base direct or indirect interests in Unencumbered Assets to any Person that is not a Loan Party, provided that (1) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer, and (2) in the case of any such Transfer which shall result in the aggregate purchase price paid to the Loan Parties (on or any of them) to exceed $50,000,000 in any 12-month period and any such Transfer thereafter consummated during such 12-month period, prior to the date of such TransferTransfer or designation, as the case may be, (C) the Transfer of any Unencumbered Asset or Unencumbered Assets (or the transfer of any Equity Interests of a Subsidiary that owns such Unencumbered Assets) to any Person, or the designation of an Unencumbered Asset or Unencumbered Assets as a non-Unencumbered Asset or non-Unencumbered Assets, in each case with the intention that such Unencumbered Asset or Unencumbered Assets, upon consummation of such Transfer or designation, shall no longer constitute an Unencumbered Asset or Unencumbered Assets, provided that: (1) such Transfer does not constitute a Sale and Leaseback Transaction, and immediately after giving effect to such Transfer or designation, as the case may be, the remaining Unencumbered Assets shall continue to satisfy the requirements set forth in clauses (a) through (k) of the definition of Unencumbered Asset Pool Conditions, (2) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 on a pro forma basis immediately after giving effect to such Transfer or designation, and (3) on or prior to the date of such Transfer or designation, as the case may be, the Borrower shall have delivered to the Administrative Agent (xA) a Borrowing Base Certificate demonstrating certificate signed by a Responsible Officer of the Borrower, stating that the Total Borrowing Base Value (calculated on a pro forma basis before and after giving effect to such Transfer and to any repayment of Advances made at or designation, as the time thereof) will case may be, the Parent Guarantor shall be greater than or equal in compliance with the covenants contained in Section 5.04(b), together with supporting information in form satisfactory to the Facility ExposureAdministrative Agent showing the computations used in determining compliance with such covenants, and (yB) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clause clauses (1) through (3) and confirming that such Transfer does not constitute a Sale and Leaseback Transaction and that no Default or Event of Default shall exist on the date of such Transfer or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agent, (C) the Transfer of any Borrowing Base Asset or Borrowing Base Assets to any Person, or obtaining a release of the Liens created under the Loan Documents with respect to a Borrowing Base Asset or Borrowing Base Assets, in each case with the intention that such Borrowing Base Asset or Borrowing Base Assets, upon consummation of such Transfer or release, shall no longer constitute a Borrowing Base Asset or Borrowing Base Assets, provided that: (1) immediately after giving effect to such Transfer or release, as the case may be, the remaining Borrowing Base Assets shall continue to satisfy the requirements set forth in clauses (a) through (h) of the definition of Borrowing Base Conditions, (2) immediately after giving effect to such Transfer or release, as the case may be, no Default or Event of Default shall exist or result therefrom, (3) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer or release, (4) on or prior to the date of such Transfer or release, as the case may be, the Borrower shall have delivered to the Administrative Agent a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clauses (1) through (3), together with supporting information in detail reasonably satisfactory to the Administrative Agent, and (5) With respect to a release of the Liens created under the Loan Documents only, which release is not executed as a result of a Transfer or refinancing of such Borrowing Base Asset, Borrower shall have received the prior written approval of the release from the Administrative Agent and the Required Lenders, or (D) the Transfer of (1) obsolete or worn out personal property FF&E in the ordinary course of business or (2) inventory in the ordinary course of business, which personal property FF&E or inventory, as the case may be, is used or held in connection with an Unencumbered Asset. Following FollowingSubstantially concurrently with (x) a Transfer of a portion of or all Borrowing Base Unencumbered Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C) or (y) the release designation by a Subsidiary Guarantor of a portion of or all Borrowing Base Unencumbered Assets owned or leased by it such that such Borrowing Base Assets become as non-Borrowing Base Unencumbered Assets pursuant to Section 5.02(e)(ii)(C), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release any interest in mortgages, deeds of trust, deeds to secure debt, security agreement and UCC financing statements fromits Lien on any such transferred Unencumbered Assets or assets designated as non-Unencumbered Assets to the extent constituting Collateral, provided that the other AgentsAgent shall simultaneously release theirits interests as well. Further, followingsubstantially concurrently with (x) a Transfer of a Subsidiary Guarantor that owns any such Unencumbered Assets in accordance with Section 5.02(e)(ii)(C) or (y) a Transfer of all Unencumbered Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C), the Agents shall, upon the request of the Borrower and at the Borrower’s expense, promptly (A) release such Subsidiary Guarantor and the TRS Lessee that has leased such Unencumbered Asset from the Guaranty Guaranty, and Pledge Agreement and Security Agreement, as applicable, and (B) release each Pledgor of any Equity Interests issued by such Subsidiary Guarantor and/or by such TRS Lessee from the Pledge Agreement (but solely to the extent of its obligations thereunder with respect to such Equity Interests). In connection with any such release, the Administrative Agent shall take all actions reasonably requested by the Borrower to evidence or effectuate such release, including return of any applicable original certificated Equity Interests and related transfer powers and the Security Agreementfiling or authorization of the filing of any applicable UCC termination statements.

Sales, Etc. of Assets. (i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire (each action described in clauses (i) and (ii) of this subsection (e), including, without limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereof), or obtain a release of the Liens created under the Loan Documents, in each case other than the following Transfers and releasesTransfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (A) the Transfer of any Asset or Assets Assets, including unimproved land, that are not Borrowing Base Unencumbered Assets from any Loan Party to another Loan Party (other than the Parent Guarantor) or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party (other than the Parent Guarantor), (B) the Transfer of any Asset or Assets that are not Borrowing Base Unencumbered Assets to any Person that is not a Loan Party, provided that (1) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer, and (2) in the case of any such Transfer which shall result in the aggregate purchase price paid to the Loan Parties (on or any of them) to exceed $50,000,000 in any 12-month period and any such Transfer thereafter consummated during such 12-month period, prior to the date of such Transfer, the Borrower shall have delivered to the Administrative Agent (x) a Borrowing Base Certificate demonstrating that the Total Borrowing Base Value (calculated on a pro forma basis after giving effect to such Transfer and to any repayment of Advances made at the time thereof) will be greater than or equal to the Facility Exposure, and (y) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clause (1) and confirming that no Default or Event of Default shall exist on the date of such Transfer or will result therefromdesignation, together with supporting information in detail reasonably satisfactory to as the Administrative Agentcase may be, (C) the Transfer of any Borrowing Base Unencumbered Asset or Borrowing Base Unencumbered Assets to any Person, or obtaining a release the designation of the Liens created under the Loan Documents with respect to a Borrowing Base an Unencumbered Asset or Borrowing Base Unencumbered Assets as a non-Unencumbered Asset or non-Unencumbered Assets, in each case with the intention that such Borrowing Base Unencumbered Asset or Borrowing Base Unencumbered Assets, upon consummation of such Transfer or releasedesignation, shall no longer constitute a Borrowing Base an Unencumbered Asset or Borrowing Base Unencumbered Assets, provided that: (1) immediately after giving effect to such Transfer or releasedesignation, as the case may be, the remaining Borrowing Base Unencumbered Assets shall continue to satisfy the requirements set forth in clauses (a) through (hk) of the definition of Borrowing Base Unencumbered Asset Pool Conditions, (2) immediately after giving effect to such Transfer or release, as the case may be, no Default or Event of Default shall exist or result therefrom, (3) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer or release,designation, and (43) on or prior to the date of such Transfer or releasedesignation, as the case may be, the Borrower shall have delivered to the Administrative Agent (A) a certificate signed by a Responsible Officer of the Chief Financial Officer (Borrower, stating that before and after giving effect to such Transfer or other Responsible Officer performing similar functions) of designation, as the Borrower demonstrating case may be, the Parent Guarantor shall be in compliance with the foregoing clauses (1) through (3covenants contained in Section 5.04(b), together with supporting information in detail reasonably form satisfactory to the Administrative AgentAgent showing the computations used in determining compliance with such covenants, and (5) With respect to a release of the Liens created under the Loan Documents only, which release is not executed as a result of a Transfer or refinancing of such Borrowing Base Asset, Borrower shall have received the prior written approval of the release from the Administrative Agent and the Required Lenders, or (D) the Transfer of (1) obsolete or worn out personal property in the ordinary course of business or (2) inventory in the ordinary course of business, which personal property or inventory, as the case may be, is used or held in connection with an Asset. Following (x) a Transfer of all Borrowing Base Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C) or (y) the release by a Subsidiary Guarantor of all Borrowing Base Assets owned or leased by it such that such Borrowing Base Assets become non-Borrowing Base Assets pursuant to Section 5.02(e)(ii)(C), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release such Subsidiary Guarantor from the Guaranty and the Security Agreement.

Sales, Etc. of Assets. (ia) In the case of the The Parent GuarantorGuarantor shall not, at any time, sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire any assets and (iib) in the case of the Loan Parties no Note Party (other than the Parent Guarantor)) shall, at any time, sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire (each action described in clauses (ia) and (iib) of this subsection (e)Section 4.05, including, without limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereofthereof or any TRS Lessee), or obtain a release of the Liens created under the Loan Documents, in each case other than the following Transfers and releasesTransfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (Aa) the Transfer of any Asset or Assets that are not Borrowing Base Assets from any Loan Note Party to another Loan Note Party (other than the Parent Guarantor) or from a Subsidiary of the Issuer that is not a Loan Note Party to another Subsidiary of such Loan the Issuer that is not a Note Party or any other Loan Note Party (other than the Parent Guarantor), (Bb) the Transfer of any Asset or Assets that are not Borrowing Base Assets to any Person that is not a Loan Party, provided that (1) an Affiliate of the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer, and (2) in the case of any such Transfer which shall result in the aggregate purchase price paid to the Loan Parties (Parent Guarantor or any of them) to exceed $50,000,000 in any 12-month period and any such Transfer thereafter consummated during such 12-month period, prior to the date of such Transfer, the Borrower shall have delivered to the Administrative Agent (x) a Borrowing Base Certificate demonstrating that the Total Borrowing Base Value (calculated on a pro forma basis after giving effect to such Transfer and to any repayment of Advances made at the time thereof) will be greater than or equal to the Facility Exposure, and (y) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clause (1) and confirming that no Default or Event of Default shall exist on the date of such Transfer or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agent, (C) the Transfer of any Borrowing Base Asset or Borrowing Base Assets to any Person, or obtaining a release of the Liens created under the Loan Documents with respect to a Borrowing Base Asset or Borrowing Base Assets, in each case with the intention that such Borrowing Base Asset or Borrowing Base Assets, upon consummation of such Transfer or release, shall no longer constitute a Borrowing Base Asset or Borrowing Base Assetsits Subsidiaries, provided that: (1i) immediately after giving effect to such Transfer or releasedoes not constitute a Sale and Leaseback Transaction, as the case may be, the remaining Borrowing Base Assets shall continue to satisfy the requirements set forth in clauses (aii) through (h) such Transfer is made for fair value and at least 75% of the definition of Borrowing Base Conditions, (2) immediately after giving effect to consideration for such Transfer is in the form of cash or release, as the case may be, no Default or Event of Default shall exist or result therefrom, (3) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer or release, (4) on or prior to the date of such Transfer or release, as the case may be, the Borrower shall have delivered to the Administrative Agent a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clauses (1) through (3), together with supporting information in detail reasonably satisfactory to the Administrative AgentCash Equivalents, and (5) With respect to a release of the Liens created under the Loan Documents only, which release is not executed as a result of a Transfer or refinancing of such Borrowing Base Asset, Borrower shall have received the prior written approval of the release from the Administrative Agent and the Required Lenders, or (D) the Transfer of (1) obsolete or worn out personal property in the ordinary course of business or (2) inventory in the ordinary course of business, which personal property or inventory, as the case may be, is used or held in connection with an Asset. Following (x) a Transfer of all Borrowing Base Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C) or (y) the release by a Subsidiary Guarantor of all Borrowing Base Assets owned or leased by it such that such Borrowing Base Assets become non-Borrowing Base Assets pursuant to Section 5.02(e)(ii)(C), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release such Subsidiary Guarantor from the Guaranty and the Security Agreement.

Sales, Etc. of Assets. (i) In the case of the Parent GuarantorParent, sell, lease, transfer or otherwise dispose of, or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent GuarantorParent), sell, lease (other than by entering enter into Tenancy Leases), transfer or otherwise dispose of, or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, or grant any option or other right to purchase, lease or otherwise acquire (each action described in clauses (i) and clause (ii) of this subsection (e), including, without limitation, any Sale and Leaseback Transaction, d) being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereof), or obtain a release of the Liens created under the Loan Documents, in each case ) other than the following Transfers and releasesTransfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (A) the Transfer of any Asset or Assets that are not Borrowing Base Assets from any Loan Party to another Loan Party (other than the Parent GuarantorParent) or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party (other than the Parent GuarantorParent),, or (B) the Transfer of any Asset or Assets that are not Borrowing Base Assets to any Person that is not a Loan Party, provided that (1) the Loan Parties shall be are in compliance with the covenants contained hereunder and that the Transfer does not otherwise cause or result in Section 5.04 a Default or Event of Default (in each case, both immediately prior to before and on a pro forma basis immediately after giving effect to such Transfer), and (2) as evidenced by, in the case of any such Transfer or Transfers for which shall result in the aggregate purchase price paid to the such Loan Party or Loan Parties (or any of them) to exceed exceeds $50,000,000 in any 12-month period and any such Transfer thereafter consummated during such 12-month period, prior to the date of such Transfer, the Borrower shall have delivered to the Administrative Agent (x) a Borrowing Base Certificate demonstrating that the Total Borrowing Base Value (calculated on a pro forma basis after giving effect to such Transfer and to any repayment of Advances made at the time thereof) will be greater than or equal to the Facility Exposure, and (y) a certificate of the Chief Financial Officer (or other Responsible Officer such person performing similar functions) of the Borrower demonstrating compliance with delivered to the foregoing clause (1) and confirming that no Default or Event of Default shall exist on Administrative Agent prior to the date of such Transfer or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agent,Transfer. (C) the Transfer of any Borrowing Base Asset or Borrowing Base Assets to any Person, or obtaining a release the designation of the Liens created under the Loan Documents with respect to a Borrowing Base Asset or Borrowing Base Assets as a non-Borrowing Base Asset or non-Borrowing Base Assets, in each case with the intention that such Borrowing Base Asset or Borrowing Base Assets, upon consummation of such Transfer or releaseupon such designation, shall no longer constitute a Borrowing Base Asset or Borrowing Base Assets, provided that: (1) immediately after giving effect to such Transfer or release, as the case may beTransfer, the remaining Borrowing Base Assets shall continue to satisfy the requirements set forth in clauses (a) through (h) of the definition of Borrowing Base Conditions, (2) immediately after giving effect to such Transfer or releaseTransfer, the Implied Debt Service Coverage Ratio of all remaining Borrowing Base Assets (measured on a pro forma basis as of the case may be, no Default or Event of Default date immediately following such Transfer) shall exist or result therefromnot be less than 1.40:1.00, (3) immediately after giving effect to such Transfer, the average revenue per available room (“RevPar”) of all remaining Borrowing Base Assets (measured on a pro forma basis as of the date immediately following such Transfer) is not less than 95% of the weighted average RevPar of all Borrowing Base Assets that existed as of the date immediately preceding the effective date of such Transfer, and (4) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to before and on a pro forma basis immediately after giving effect to such Transfer or release, Transfer, provided, further, that compliance with the foregoing clauses (41), (2) on or prior to the date of such Transfer or release, as the case may be, the Borrower and (3) shall have delivered to the Administrative Agent be evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer such person performing similar functions) of the Borrower delivered to the Administrative Agent prior to the date of such Transfer demonstrating compliance with the foregoing clauses (1) through (3)such compliance, together with supporting information in detail reasonably satisfactory to the Administrative Agent, and (5) With respect to a release of the Liens created under the Loan Documents only, which release is not executed as a result of a Transfer or refinancing of such Borrowing Base Asset, Borrower shall have received the prior written approval of the release from the Administrative Agent and the Required Lenders, or (D) the Transfer of (1) obsolete or worn out personal property in the ordinary course of business or (2) inventory in the ordinary course of business, which personal property or inventory, as the case may be, is used or held in connection with an Asset. Following (x) a Transfer of all Borrowing Base Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C) or (y) the release by a Subsidiary Guarantor of all Borrowing Base Assets owned or leased by it such that such Borrowing Base Assets become non-Borrowing Base Assets pursuant to Section 5.02(e)(ii)(C), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release such Subsidiary Guarantor from the Guaranty and the Security Agreement.

Sales, Etc. of Assets. (i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leases), transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose ofof (including pursuant to a Division), or grant any option or other right to purchase, lease or otherwise acquire (each action described in clauses (i) and (ii) of this subsection (e), including, without limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereofthereof or any TRS Lessee), or obtain a release of the Liens created under the Loan Documents, in each case other than the following Transfers and releasesTransfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (A) the Transfer of any Asset or Assets Assets, including unimproved land, that are not Borrowing Base Unencumbered Assets from any Loan Party to another Loan Party (other than the Parent Guarantor) or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party (other than the Parent Guarantor), (B) the Transfer of any Asset or Assets that are not Borrowing Base direct or indirect interests in Unencumbered Assets to any Person that is not a Loan Party, provided that (1) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer, and (2) in the case of any such Transfer which shall result in the aggregate purchase price paid to the Loan Parties (on or any of them) to exceed $50,000,000 in any 12-month period and any such Transfer thereafter consummated during such 12-month period, prior to the date of such TransferTransfer or designation, as the case may be, (C) the Transfer of any Unencumbered Asset or Unencumbered Assets (or the transfer of any Equity Interests of a Subsidiary that owns such Unencumbered Assets) to any Person, or the designation of an Unencumbered Asset or Unencumbered Assets as a non-Unencumbered Asset or non-Unencumbered Assets, in each case with the intention that such Unencumbered Asset or Unencumbered Assets, upon consummation of such Transfer or designation, shall no longer constitute an Unencumbered Asset or Unencumbered Assets, provided that: (1) such Transfer does not constitute a Sale and Leaseback Transaction, and immediately after giving effect to such Transfer or designation, as the case may be, the remaining Unencumbered Assets shall continue to satisfy the requirements set forth in clauses (a) through (k) of the definition of Unencumbered Asset Pool Conditions, (2) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 on a pro forma basis immediately after giving effect to such Transfer or designation, and (3) on or prior to the date of such Transfer or designation, as the case may be, the Borrower shall have delivered to the Administrative Agent (xA) a Borrowing Base Certificate demonstrating certificate signed by a Responsible Officer of the Borrower, stating that the Total Borrowing Base Value (calculated on a pro forma basis before and after giving effect to such Transfer and to any repayment of Advances made at or designation, as the time thereof) will case may be, the Parent Guarantor shall be greater than or equal in compliance with the covenants contained in Section 5.04(b), together with supporting information in form satisfactory to the Facility ExposureAdministrative Agent showing the computations used in determining compliance with such covenants, and (yB) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clause clauses (1) through (3) and confirming that such Transfer does not constitute a Sale and Leaseback Transaction and that no Default or Event of Default shall exist on the date of such Transfer or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agent, (C) the Transfer of any Borrowing Base Asset or Borrowing Base Assets to any Person, or obtaining a release of the Liens created under the Loan Documents with respect to a Borrowing Base Asset or Borrowing Base Assets, in each case with the intention that such Borrowing Base Asset or Borrowing Base Assets, upon consummation of such Transfer or release, shall no longer constitute a Borrowing Base Asset or Borrowing Base Assets, provided that: (1) immediately after giving effect to such Transfer or release, as the case may be, the remaining Borrowing Base Assets shall continue to satisfy the requirements set forth in clauses (a) through (h) of the definition of Borrowing Base Conditions, (2) immediately after giving effect to such Transfer or release, as the case may be, no Default or Event of Default shall exist or result therefrom, (3) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer or release, (4) on or prior to the date of such Transfer or release, as the case may be, the Borrower shall have delivered to the Administrative Agent a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clauses (1) through (3), together with supporting information in detail reasonably satisfactory to the Administrative Agent, and (5) With respect to a release of the Liens created under the Loan Documents only, which release is not executed as a result of a Transfer or refinancing of such Borrowing Base Asset, Borrower shall have received the prior written approval of the release from the Administrative Agent and the Required Lenders, or (D) the Transfer of (1) obsolete or worn out personal property FF&E in the ordinary course of business or (2) inventory in the ordinary course of business, which personal property FF&E or inventory, as the case may be, is used or held in connection with an Unencumbered Asset. Following FollowingSubstantially concurrently with (x) a Transfer of a portion of or all Borrowing Base Unencumbered Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C) or (y) the release designation by a Subsidiary Guarantor of a portion of or all Borrowing Base Unencumbered Assets owned or leased by it such that such Borrowing Base Assets become as non-Borrowing Base Unencumbered Assets pursuant to Section 5.02(e)(ii)(C), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release its interest inLien on any mortgages, deeds of trust, deeds to secure debt, security agreement and UCC financing statements from such transferred Unencumbered Assets or assets designated as non-Unencumbered Assets to the extent constituting Collateral, provided that the other AgentsAgent shall simultaneously release theirits interests as well. Further, followingsubstantially concurrently with (x) a Transfer of a Subsidiary Guarantor that owns any such Unencumbered Assets in accordance with Section 5.02(e)(ii)(C) or (y) a Transfer of all Unencumbered Assets owned or leased by a Subsidiary Guarantor in accordance with Section 5.02(e)(ii)(C), the Agents shall, upon the request of the Borrower and at the Borrower’s expense, promptly (A) release such Subsidiary Guarantor and the TRS Lessee that has leased such Unencumbered Asset from the Guaranty Guaranty, and Pledge Agreement and Security Agreement, as applicable, and (B) release each Pledgor of any Equity Interests issued by such Subsidiary Guarantor and/or by such TRS Lessee from the Pledge Agreement (but solely to the extent of its obligations thereunder with respect to such Equity Interests). In connection with any such release, the Administrative Agent shall take all actions reasonably requested by the Borrower to evidence or effectuate such release, including return of any applicable original certificated Equity Interests and related transfer powers and the Security Agreementfiling or authorization of the filing of any applicable UCC termination statements.