Common use of Repayments and Transfers Clause in Contracts

Repayments and Transfers. The Borrower may transfer or cause the transfer of any New York Property to any Person in compliance with Section 6.05. In such event and upon the request of the Borrower, the Administrative Agent shall cooperate in all reasonable respects with the Borrower to assign the related New York Term Note and the related New York Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Indebtedness evidenced and secured thereby and (B) the then outstanding principal amount thereof) to any lender to the transferee of such Hotel Property as requested by the Borrower, at the Borrower’s sole cost and expense. Such assignment shall not require the approval of any Bank or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate assignment documentation in customary form and otherwise satisfactory to the Administrative Agent. Further, if requested at any time by the Borrower, a Subsidiary that owns a New York Property, the Administrative Agent or the Required Lenders, the Administrative Agent shall cause a New York Mortgage to be released. Such release of such New York Mortgage shall not require the consent of any Bank or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate release documentation in customary form and otherwise satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained in this Section 9.01, (1) any sale or other disposition of any New York Property occurring in connection with any such assignment or release of a New York Mortgage must comply with the provisions of Section 6.05 hereof and (2) from and after the time of any release or assignment of any New York Mortgage, any Indebtedness of the Borrower or any of its Subsidiaries secured by the related New York Property must not result in any Default or Event of Default under Section 6.02.

Repayments and Transfers. The Borrower may transfer or cause the transfer of any New York Property to any Person in compliance with Section 6.055.02(e). In such event and upon the request of the Borrower, the Administrative Agent shall cooperate in all reasonable respects with the Borrower to assign the related New York Term Note and the related New York Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Indebtedness Debt evidenced and secured thereby and (B) the then outstanding principal amount thereof) to any lender to of the transferee of such Hotel Property Asset as requested by the Borrower, at the Borrower’s sole cost and expense. Such assignment shall not require the approval of any Bank Lender Party or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate assignment documentation in customary form and otherwise reasonably satisfactory to the Administrative Agent. Further, if requested at any time by the Borrower, a Subsidiary that owns a New York Property, the Administrative Agent or the Required Lenders, the Administrative Agent shall cause a New York Mortgage to be released. Such release of such New York Mortgage shall not require the consent of any Bank Lender Party or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate release documentation in customary form and otherwise reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained in this Section 9.018.01, (1) any sale or other disposition of any New York Property occurring in connection with any such assignment or release of a New York Mortgage must comply with the provisions of Section 6.05 5.02(e) hereof and (2) from and after the time of any release or assignment of any New York Mortgage, any Indebtedness Debt of the Borrower or any of its Subsidiaries secured by the related New York Property must not result in any Default or Event of Default under Section 6.025.02(b).

Repayments and Transfers. The Borrower may transfer or cause the transfer of any New York Property to any Person in compliance with Section 6.05. In such event and upon the request of the Borrower, the Administrative Agent shall cooperate in all reasonable respects with the Borrower to assign the related New York Term Note and the related New York Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Indebtedness evidenced and secured thereby and (B) the then outstanding principal amount thereof) to any lender to the transferee of such Hotel Property as requested by the Borrower, at the Borrower’s sole cost and expense. Such assignment shall not require the approval of any Bank or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate assignment documentation in customary form and otherwise satisfactory to the Administrative Agent. Further, if requested at any time by the Borrower, a Subsidiary that owns a New York Property, the Administrative Agent or the Required LendersClass Lenders with respect to any of the Collective Facilities, the Administrative Agent shall cause a New York Mortgage to be released. Such release of such New York Mortgage shall not require the consent of any Bank or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate release documentation in customary form and otherwise satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained in this Section 9.01, (1) any sale or other disposition of any New York Property occurring in connection with any such assignment or release of a New York Mortgage must comply with the provisions of Section 6.05 hereof and (2) from and after the time of any release or assignment of any New York Mortgage, any Indebtedness of the Borrower or any of its Subsidiaries secured by the related New York Property must not result in any Default or Event of Default under Section 6.02.

Repayments and Transfers. The Borrower may transfer or cause the transfer of any New York Property to any Person in compliance with Section 6.055.02(e). In such event and upon the request of the Borrower, the Administrative Agent shall cooperate in all reasonable respects with the Borrower to assign the related New York Term Note and the related New York Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Indebtedness Debt evidenced and secured thereby and (B) the then outstanding principal amount thereof) to any lender to of the transferee of such Hotel Property Asset as requested by the Borrower, at the Borrower’s sole cost and expense. Such assignment shall not require the approval of any Bank Lender Party or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate assignment documentation in customary form and otherwise reasonably satisfactory to the Administrative Agent. Further, if requested at any time by the Borrower, a Subsidiary that owns a New York Property, the Administrative Agent or the Required Lenders, the Administrative Agent shall cause a New York Mortgage to be released. Such release of such New York Mortgage shall not require the consent of any Bank Lender Party or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate release documentation in customary form and otherwise reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained in this Section 9.018.01, (1) any sale or other disposition of any New York Property occurring in connection with any such assignment or release of a New York Mortgage must comply with the provisions of Section 6.05 5.02(e) hereof and (2) from and after the time of any release or assignment of any New York Mortgage, any Indebtedness Debt of the Borrower or any of its Subsidiaries secured by the related New York Property must not result in any Default or Event of Default under Section 6.025.02(b).

Repayments and Transfers. The Borrower may transfer or cause the transfer of any New York Property to any Person in compliance with Section 6.05. In such event and upon the request of the Borrower, the Administrative Agent shall cooperate in all reasonable respects with the Borrower to assign the related New York Term Note and the related New York Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Indebtedness evidenced and secured thereby and (B) the then outstanding principal amount thereof) to any lender to the transferee of such Hotel Property as requested by the Borrower, at the Borrower’s sole cost and expense. Such assignment shall not require the approval of any Bank or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate assignment documentation in customary form and otherwise satisfactory to the Administrative Agent. Further, if requested at any time by the Borrower, a Subsidiary that owns a New York Property, the Administrative Agent or the Required Lenders, the Administrative Agent shall cause a New York Mortgage to be released. Such release of such New York Mortgage shall not require the consent of any Bank or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate release documentation in customary form and otherwise satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained in this Section 9.01, (1) any sale or other disposition of any New York Property occurring in connection with any such assignment or release of a New York Mortgage must comply with the provisions of Section 6.05 hereof and (2) from and after the time of any release or assignment of any New York Mortgage, any Indebtedness of the Borrower or any of its Subsidiaries secured by the related New York Property must not result in any Default or Event of Default under Section 6.02.