Common use of New York Term Notes Clause in Contracts

New York Term Notes. In the event the Borrower elects to acquire (whether through any of its Subsidiaries or otherwise) any Hotel Property located in the State of New York (any such Hotel Property, which may include the Park Central Asset upon the acquisition thereof by a Subsidiary of the Borrower, a “New York Property”), subject to the obligations of the relevant borrower under the related Existing New York Note, the Borrower shall provide to the Administrative Agent not less than thirty (30) days’ prior written notice of such intent (which notice shall be deemed satisfied with respect to the Park Central Asset). In such notice the Borrower shall request a Borrowing (a “New York Advance”) in an amount not more than the outstanding principal amount of the related Existing New York Note and shall cause the related Existing New York Note and the related Existing New York Mortgage to be assigned to the Administrative Agent for the ratable benefit of the Banks. The obligation of the Administrative Agent and each Bank to make Advances in connection with such Borrowing shall be subject to compliance with the following conditions precedent: (i) no Default or Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in the amount of the related New York Advance in accordance with Section 2.02, and (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III and any other applicable conditions precedent to a Borrowing hereunder in connection -77- with such Borrowing. The Borrower hereby acknowledges that upon the consummation of such purchase, the related Existing New York Note and Existing New York Mortgage shall be amended and restated as a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits H and I. For the avoidance of doubt, the parties hereby acknowledge that the Existing Park Central Mortgage and the Existing Park Central Note shall continue to be a New York Mortgage and a New York Term Note, respectively, under this Agreement. Such New York Term Note will be in the amount of, and shall evidence, the related New York Advance and made payable to the Administrative Agent and such New York Term Note and New York Mortgage will be held by the Administrative Agent for the ratable benefit of the Banks. So long as such New York Term Note remains outstanding, the following provisions shall apply:

New York Term Notes. In the event the Borrower elects to acquire (whether through any of its Subsidiaries or otherwise) any Hotel Property located in the State of New York (any such Hotel Property, which may include the Park Central Asset upon the acquisition thereof by a Subsidiary of the Borrower, a “New York Property”), subject to the obligations of the relevant borrower under the related Existing New York Note, the Borrower shall provide to the Administrative Agent not less than thirty (30) 30 days’ prior written notice of such intent (which notice shall be deemed satisfied with respect to the Park Central Asset)intent. In such notice the Borrower shall request a Borrowing (a “New York Advance”) in an amount not more than the outstanding principal amount of the related Existing New York Note and shall cause the related Existing New York Note and the related Existing New York Mortgage to be assigned to the Administrative Agent for the ratable benefit of the Banks. The obligation of the Administrative Agent and each Bank to make Advances in connection with such Borrowing shall be subject to compliance with the following conditions precedent: (i) no Default or Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in the amount of the related New York Advance in accordance with Section 2.02, and (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III (including, but not limited to, any documentation required under Section 3.01(a)(xi) at least 45 days prior to the assignment of such Existing New York Note and Existing New York Mortgage to the Administrative Agent) and any other applicable conditions precedent to a Borrowing hereunder in connection -77- with such Borrowing. The Borrower hereby acknowledges that upon the consummation of such purchase, the related Existing New York Note and Existing New York Mortgage shall be amended and restated as a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits H and I. For the avoidance of doubt, the parties hereby acknowledge that the Existing Park Central Mortgage and the Existing Park Central Note shall continue to be a New York Mortgage and a New York Term Note, respectively, under this Agreement, which shall be deemed to be a New York Mortgage hereunder, and the related note evidencing such Indebtedness shall be deemed to be a New York Term Note hereunder, in each case mutatis mutandis. Such New York Term Note will be in the amount of, and shall evidence, the related New York Advance and be made payable to the Administrative Agent and such New York Term Note and New York Mortgage will be held by the Administrative Agent for the ratable benefit of the Banks. So long as such New York Term Note remains outstanding, the following provisions shall apply:

New York Term Notes. In the event If the Borrower elects to acquire (whether through any of its Subsidiaries or otherwise) refinance any Hotel Property Asset located in the State of New York (any such Hotel Property, which may include the Park Central Asset upon the acquisition thereof by a Subsidiary of the BorrowerAsset, a “New York Property”), subject to the obligations of the relevant borrower under the related Existing New York Note, the Borrower shall provide to the Administrative Agent not less than thirty (30) days’ prior written notice of such intent (which notice shall be deemed satisfied with respect to the Park Central Asset). In such notice the Borrower shall may request a Borrowing under the Revolving Credit Facility (a “New York Advance”) in an amount not more less than the outstanding principal amount of the related Existing New York Note and shall cause the related Existing New York Note and the related Existing New York Mortgage to be assigned to the Administrative Agent for the ratable benefit of the BanksLender Parties. Any such request shall be made not less than thirty (30) days prior to the proposed acquisition date or the proposed refinancing date of such New York Property. The obligation of the Administrative Agent and each Bank Lender to make Advances in connection with such Borrowing shall be subject to compliance with the following conditions precedent: (i) no Default or Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in the amount of the related New York Advance in accordance with Section 2.02, and (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III and any other applicable conditions precedent to a Borrowing hereunder in connection -77- with such Borrowing, and (iv) the Borrower shall have provided to the Administrative Agent evidence as to whether the applicable New York Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and if such New York Property is a Flood Hazard Property, (A) evidence as to whether the community in which such New York Property is located is participating in the National Flood Insurance Program, (B) the applicable Subsidiary Guarantor’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such New York Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the applicable Subsidiary Guarantor’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lender Parties. The Borrower hereby acknowledges that upon the consummation of such purchasepurchase or refinance, the related Existing New York Note and Existing New York Mortgage shall be consolidated, amended and restated as a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits H G and I. H. For the avoidance of doubt, the parties hereby acknowledge that each of the Existing Park Central Mortgage Mortgages and each of the Existing Park Central Note Notes shall continue to be a New York Mortgage and a New York Term Note, respectively, under this Agreement. The Administrative Agent agrees to cooperate with the Borrower in all commercially reasonable respects (at the Borrower’s cost) in effectuating an assignment of any Existing New York Notes and Existing New York Mortgages encumbering such New York Property to the Administrative Agent. Such New York Term Note will be in the amount of, and shall evidence, the related New York Advance and made payable to the Administrative Agent for the ratable benefit of the Lender Parties and such New York Term Note and New York Mortgage will be held by the Administrative Agent for the ratable benefit of the BanksLender Parties. So long as such New York Term Note remains outstanding, the following provisions shall apply:

New York Term Notes. In the event the Borrower elects to acquire (whether through any of its Subsidiaries or otherwise) any Hotel Property located in the State of New York (any such Hotel Property, which may include the Park Central Asset upon the acquisition thereof by a Subsidiary of the Borrower, a “New York Property”), subject to the obligations of the relevant borrower under the related Existing New York Note, the Borrower shall provide to the Administrative Agent not less than thirty (30) days’ prior written notice of such intent (which notice shall be deemed satisfied with respect to the Park Central Asset). In such notice the Borrower shall request a Borrowing (a “New York Advance”) in an amount not more than the outstanding principal amount of the related Existing New York Note and shall cause the related Existing New York Note and the related Existing New York Mortgage to be assigned to the Administrative Agent for the ratable benefit of the BanksAgent. The obligation of the Administrative Agent and each Bank to make Advances in connection with such Borrowing shall be subject to compliance with the following conditions precedent: (i) no Default or Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in the amount of the related New York Advance in accordance with Section 2.02, and (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III and any other applicable conditions precedent to a Borrowing hereunder in connection -77- with such Borrowing. The Borrower hereby acknowledges that upon the consummation of such purchase, the related Existing New York Note and Existing New York Mortgage shall be amended and restated as a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits H and I. For the avoidance of doubt, the parties hereby acknowledge that the Existing Park Central Mortgage and the Existing Park Central Note shall continue to be a New York Mortgage and a New York Term Note, respectively, under this Agreement. Such New York Term Note will be in the amount of, and shall evidence, the related New York Advance and made payable to the Administrative Agent and such New York Term Note and New York Mortgage will be held by the Administrative Agent for the ratable benefit of the Banks. So long as such New York Term Note remains outstanding, the following provisions shall apply:

New York Term Notes. In the event If the Borrower elects to acquire (whether through any of its Subsidiaries or otherwise) refinance any Hotel Property Asset located in the State of New York (any such Hotel Property, which may include the Park Central Asset upon the acquisition thereof by a Subsidiary of the BorrowerAsset, a “New York Property”), subject to the obligations of the relevant borrower under the related Existing New York Note, the Borrower shall provide to the Administrative Agent not less than thirty (30) days’ prior written notice of such intent (which notice shall be deemed satisfied with respect to the Park Central Asset). In such notice the Borrower shall may request a Borrowing under the Revolving Credit Facility (a “New York Advance”) in an amount not more less than the outstanding principal amount of the related Existing New York Note and shall cause the related Existing New York Note and the related Existing New York Mortgage to be assigned to the Administrative Agent Agent. Any such request shall be made not less than thirty (30) days prior to the proposed acquisition date or the proposed refinancing date of such New York Property, provided that for the ratable benefit purposes of the BanksNew York Properties listed on Schedule II hereof indicated with an asterisk, such request shall be deemed given. The obligation of the Administrative Agent and each Bank Lender to make Advances in connection with such Borrowing shall be subject to compliance with the following conditions precedent: (i) no Default or Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in the amount of the related New York Advance in accordance with Section 2.02, and (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III and any other applicable conditions precedent to a Borrowing hereunder in connection -77- with such Borrowing, and (iv) the Borrower shall have provided to the Administrative Agent evidence as to whether the applicable New York Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and if such New York Property is a Flood Hazard Property, (A) evidence as to whether the community in which such New York Property is located is participating in the National Flood Insurance Program, (B) the applicable Subsidiary Guarantor’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such New York Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the applicable Subsidiary Guarantor’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lender Parties. The Borrower hereby acknowledges that upon the consummation of simultaneously with such purchasepurchase or refinance, the related Existing New York Note and Existing New York Mortgage shall be consolidated, amended and restated as a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits H G and I. For H. The Administrative Agent agrees to cooperate with the avoidance Borrower in all commercially reasonable respects (at the Borrower’s cost) in effectuating an assignment of doubt, the parties hereby acknowledge that the any Existing Park Central Mortgage and the Existing Park Central Note shall continue to be a New York Mortgage Notes and a Existing New York Term Note, respectively, under this AgreementMortgages encumbering such New York Property to the Administrative Agent. Such New York Term Note will be in the amount of, and shall evidence, the related New York Advance and made payable to the Administrative Agent for the ratable benefit of the Lender Parties and such New York Term Note and New York Mortgage will be held by the Administrative Agent for the ratable benefit of the BanksLender Parties. So long as such New York Term Note remains outstanding, the following provisions shall apply:

New York Term Notes. In the event the Borrower elects to acquire (whether through any of its Subsidiaries or otherwise) any Hotel Property located in the State of New York (any such Hotel Property, which may include the Park Central Asset upon the acquisition thereof by a Subsidiary of the Borrower, a “New York Property”), subject to the obligations of the relevant borrower under the related Existing New York Note, the Borrower shall provide to the Administrative Agent not less than thirty (30) days’ prior written notice of such intent (which notice shall be deemed satisfied with respect to the Park Central Asset). In such notice the Borrower shall request a Borrowing (a “New York Advance”) in an amount not more than the outstanding principal amount of the related Existing New York Note and shall cause the related Existing New York Note and the related Existing New York Mortgage to be assigned to the Administrative Agent for the ratable benefit of the Banks. The obligation of the Administrative Agent and each Bank to make Advances in connection with such Borrowing shall be subject to compliance with the following conditions precedent: (i) no Default or Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in the amount of the related New York Advance in accordance with Section 2.02, and (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III and any other applicable conditions precedent to a Borrowing hereunder in connection -77- with such Borrowing. The Borrower hereby acknowledges that upon the consummation of such purchase, the related Existing New York Note and Existing New York Mortgage shall be amended and restated as a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits H and I. For the avoidance of doubt, the parties hereby acknowledge that the Existing Park Central Mortgage and the Existing Park Central Note shall continue to be a New York Mortgage and a New York Term Note, respectively, under this Agreement. Such New York Term Note will be in the amount of, and shall evidence, the related New York Advance and made payable to the Administrative Agent and such New York Term Note and New York Mortgage will be held by the Administrative Agent for the ratable benefit of the Banks. So long as such New York Term Note remains outstanding, the following provisions shall apply: