Repayments, Transfers and Refinancings. The Borrower may (i) transfer or cause the transfer of any Qualified Property to any Person in compliance with Section 5.02(e) or (ii) refinance with a third party lender any Qualified Term Note and related Qualified Mortgage held by Administrative Agent. 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 Qualified Term Note and the related Qualified Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Debt evidenced and secured thereby, (B) that the Administrative Agent has not pledged, assigned or granted any security interest to any Person in such Qualified Term Note or the related Qualified Term Mortgage and (C) the then outstanding principal amount thereof, but only to the extent the Administrative Agent received a corresponding representation from the assignor of such Qualified Term Note to the Administrative Agent confirming the outstanding principal amount of such Qualified Term Note at the time of such assignment) to any lender of the transferee of such Hotel Asset or any refinance lender as requested by the Borrower, at the Borrower’s sole cost and expense. In the case of an assignment of any Qualified Term Note and related Qualified Mortgage to a third party lender refinancing such indebtedness, the Administrative Agent shall receive, for the ratable benefit of the Lenders, an amount equal to the total principal, interest and other charges then outstanding under the Qualified Term Note and related Qualified Mortgage being assigned. Such funds received by the Administrative Agent shall be applied to prepay the Obligations pursuant to Section 2.06(a) of this Agreement, provided that the amount of such prepayment shall not be required to be a multiple of $100,000.00. For the avoidance of doubt, upon any such assignment to a third party refinance lender, the Qualified Property so refinanced will no longer qualify as a Borrowing Base Asset while any Lien that is not a Permitted Lien continues to encumber such Qualified Property. Any such assignment in connection with a transfer or refinancing of any Qualified Property shall not require the approval of any Lender 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, and in the case of an assignment to a third party refinancing lender, payment to the Administrative Agent of the amount of principal, interest and other charges then outstanding under the Qualified Term Note and related Qualified Mortgage being assigned. Further, if requested at any time by the Borrower, a Subsidiary that owns a Qualified Property, the Administrative Agent or the Required Lenders, the Administrative Agent shall cause a Qualified Mortgage to be released. Such release of such Qualified Mortgage shall not require the consent of any Lender 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 8.01, (1) any sale or other disposition of any Qualified Property occurring in connection with any such assignment or release of a Qualified Mortgage must comply with the provisions of Section 5.02(e) hereof and (2) from and after the time of any release or assignment of any Qualified Mortgage, any Debt of the Borrower or any of its Subsidiaries secured by the related Qualified Property must not result in any Default or Event of Default under Section 5.02(b).
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Samples: Term Loan Agreement (Hersha Hospitality Trust), Term Loan Agreement (Hersha Hospitality Trust)
Repayments, Transfers and Refinancings. The Borrower may (i) transfer or cause the transfer of any Qualified Property to any Person in compliance with Section 5.02(e) or (ii) refinance with a third party lender any Qualified Term Note and related Qualified Mortgage held by Administrative Agent. In such event and upon the request of the Borrower, the Administrative Agent shall cooperate in all reasonable 87 respects with the Borrower to assign the related Qualified Term Note and the related Qualified Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Debt evidenced and secured thereby, (B) that the Administrative Agent has not pledged, assigned or granted any security interest to any Person in such Qualified Term Note or the related Qualified Term Mortgage and (C) the then outstanding principal amount thereof, but only to the extent the Administrative Agent received a corresponding representation from the assignor of such Qualified Term Note to the Administrative Agent confirming the outstanding principal amount of such Qualified Term Note at the time of such assignment) to any lender of the transferee of such Hotel Asset or any refinance lender as requested by the Borrower, at the Borrower’s sole cost and expense. In the case of an assignment of any Qualified Term Note and related Qualified Mortgage to a third party lender refinancing such indebtedness, the Administrative Agent shall receive, for the ratable benefit of the Lenders, an amount equal to the total principal, interest and other charges then outstanding under the Qualified Term Note and related Qualified Mortgage being assigned. Such funds received by the Administrative Agent shall be applied to prepay the Obligations pursuant to Section 2.06(a) of this Agreement, provided that the amount of such prepayment shall not be required to be a multiple of $100,000.00. For the avoidance of doubt, upon any such assignment to a third party refinance lender, the Qualified Property so refinanced will no longer qualify as a Borrowing Base Asset while any Lien that is not a Permitted Lien continues to encumber such Qualified Property. Any such assignment in connection with a transfer or refinancing of any Qualified Property shall not require the approval of any Lender 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, and in the case of an assignment to a third party refinancing lender, payment to the Administrative Agent of the amount of principal, interest and other charges then outstanding under the Qualified Term Note and related Qualified Mortgage being assigned. Further, if requested at any time by the Borrower, a Subsidiary that owns a Qualified Property, the Administrative Agent or the Required Lenders, the Administrative Agent shall cause a Qualified Mortgage to be released. Such release of such Qualified Mortgage shall not require the consent of any Lender 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 8.01, (1) any sale or other disposition of any Qualified Property occurring in connection with any such assignment or release of a Qualified Mortgage must comply with the provisions of Section 5.02(e) hereof and (2) from and after the time of any release or assignment of any Qualified Mortgage, any Debt of the Borrower or any of its Subsidiaries secured by the related Qualified Property must not result in any Default or Event of Default under Section 5.02(b)..
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Repayments, Transfers and Refinancings. The Borrower may (i) transfer or cause the transfer of any Qualified Property to any Person in compliance with Section 5.02(e) or (ii) refinance with a third party lender any Qualified Term Note and related Qualified Mortgage held by Administrative Agent. 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 Qualified Term Note and the related Qualified Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Debt evidenced and secured thereby, (B) that the Administrative Agent has not pledged, assigned or granted any security interest to any Person in such Qualified Term Note or the related Qualified Term Mortgage and (C) the then outstanding principal amount thereof, but only to the extent the Administrative Agent received a corresponding representation from the assignor of such Qualified Term Note to the Administrative Agent confirming the outstanding principal amount of such Qualified Term Note at the time of such assignment) to any lender of the transferee of such Hotel Asset or any refinance lender as requested by the Borrower, at the Borrower’s sole cost and expense. In the case of an assignment of any Qualified Term Note and related Qualified Mortgage to a third party lender refinancing such indebtedness, the Administrative Agent shall receive, for the ratable benefit of the Lenders, an amount equal to the total principal, interest and other charges then outstanding under the Qualified Term Note and related Qualified Mortgage being assigned. Such funds received by the Administrative Agent shall be applied to prepay the Obligations pursuant to Section 2.06(a) of this Agreement, provided that the amount of such prepayment shall not be required to be a multiple of $100,000.00. For the avoidance of doubt, upon any such assignment to a third party refinance lender, the Qualified Property so refinanced will no longer qualify as a Borrowing Base Asset while any Lien that is not a Permitted Lien continues to encumber such Qualified Property. Any such assignment in connection with a transfer or refinancing of any Qualified Property shall not require the approval of any Lender 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, and in the case of an assignment to a third party refinancing Annex A - 87 lender, payment to the Administrative Agent of the amount of principal, interest and other charges then outstanding under the Qualified Term Note and related Qualified Mortgage being assigned. Further, if requested at any time by the Borrower, a Subsidiary that owns a Qualified Property, the Administrative Agent or the Required Lenders, the Administrative Agent shall cause a Qualified Mortgage to be released. Such release of such Qualified Mortgage shall not require the consent of any Lender 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 8.01, (1) any sale or other disposition of any Qualified Property occurring in connection with any such assignment or release of a Qualified Mortgage must comply with the provisions of Section 5.02(e) hereof and (2) from and after the time of any release or assignment of any Qualified Mortgage, any Debt of the Borrower or any of its Subsidiaries secured by the related Qualified Property must not result in any Default or Event of Default under Section 5.02(b)..
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Repayments, Transfers and Refinancings. The Borrower may (i) transfer or cause the transfer of any Qualified Property to any Person in compliance with Section 5.02(e) or (ii) refinance with a third party lender any Qualified Term Note and related Qualified Mortgage held by Administrative Agent. 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 Qualified Term Note and the related Qualified Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Debt evidenced and secured thereby, (B) that the Administrative Agent has not pledged, assigned or granted any security interest to any Person in such Qualified Term Note or the related Qualified Term Mortgage and (C) the then outstanding principal amount thereof, but only to the extent the Administrative Agent received a corresponding representation 113 from the assignor of such Qualified Term Note to the Administrative Agent confirming the outstanding principal amount of such Qualified Term Note at the time of such assignment) to any lender of the transferee of such Hotel Asset or any refinance lender as requested by the Borrower, at the Borrower’s sole cost and expense. In the case of an assignment of any Qualified Term Note and related Qualified Mortgage to a third party lender refinancing such indebtedness, the Administrative Agent shall receive, for the ratable benefit of the Lenders, an amount equal to the total principal, interest and other charges then outstanding under the Qualified Term Note and related Qualified Mortgage being assigned. Such funds received by the Administrative Agent shall be applied to prepay the Obligations pursuant to Section 2.06(a) of this Agreement, provided that the amount of such prepayment shall not be required to be a multiple of $100,000.00. For the avoidance of doubt, upon any such assignment to a third party refinance lender, the Qualified Property so refinanced will no longer qualify as a Borrowing Base Asset while any Lien that is not a Permitted Lien continues to encumber such Qualified Property. Any such assignment in connection with a transfer or refinancing of any Qualified Property shall not require the approval of any Lender 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, and in the case of an assignment to a third party refinancing lender, payment to the Administrative Agent of the amount of principal, interest and other charges then outstanding under the Qualified Term Note and related Qualified Mortgage being assigned. Further, if requested at any time by the Borrower, a Subsidiary that owns a Qualified Property, the Administrative Agent or the Required Lenders, the Administrative Agent shall cause a Qualified Mortgage to be released. Such release of such Qualified Mortgage shall not require the consent of any Lender 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 8.01, (1) any sale or other disposition of any Qualified Property occurring in connection with any such assignment or release of a Qualified Mortgage must comply with the provisions of Section 5.02(e) hereof and (2) from and after the time of any release or assignment of any Qualified Mortgage, any Debt of the Borrower or any of its Subsidiaries secured by the related Qualified Property must not result in any Default or Event of Default under Section 5.02(b)..
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Repayments, Transfers and Refinancings. The Borrower may (i) transfer or cause the transfer of any Qualified Property to any Person in compliance with Section 5.02(e) or (ii) refinance with a third party lender any Qualified Term Note and related Qualified Mortgage held by Administrative Agent. 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 Qualified Term Note and the related Qualified Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Debt evidenced and secured thereby, (B) that the Administrative Agent has not pledged, assigned or granted any security interest to any Person in such Qualified Term Note or the related Qualified Term Mortgage and (C) the then outstanding principal amount thereof, but only to the extent the Administrative Agent received a corresponding representation from the assignor of such Qualified Term Note to the Administrative Agent confirming the outstanding principal amount of such Qualified Term Note at the time of such assignment) to any lender of the transferee of such Hotel Asset or any refinance lender as requested by the Borrower, at the Borrower’s sole cost and expense. In the case of an assignment of any Qualified Term Note and related Qualified Mortgage to a third party lender refinancing such indebtedness, the Administrative Agent shall receive, for the ratable benefit of the Lenders, an amount equal to the total principal, interest and other charges then outstanding under the Qualified Term Note and related Qualified Mortgage being assigned. Such funds received by the Administrative Agent shall be applied to prepay the Obligations pursuant to Section 2.06(a) of this Agreement, provided that the amount of such prepayment shall not be required to be a multiple of $100,000.00. For the avoidance of doubt, upon any such assignment to a third party refinance lender, the Qualified Property so refinanced will no longer qualify as a Borrowing Base Asset while any Lien that is not a Permitted Lien continues to encumber such Qualified Property. Any such assignment in connection with a transfer or refinancing of any Qualified Property shall not require the approval of any Lender 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, and in the case of an assignment to a third party refinancing lender, payment to the Administrative Agent of the amount of principal, interest and other charges then outstanding under the Qualified Term Note and related Qualified Mortgage being assigned. Further, if requested at any time by the Borrower, a Subsidiary that owns a Qualified Property, the Administrative Agent or the Required Lenders, the Administrative Agent shall cause a Qualified Mortgage to be released. Such release of such Qualified Mortgage shall not require the consent of any Lender 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 8.01, (1) any sale or other disposition of any Qualified Property occurring in connection with any such assignment or release of a Qualified Mortgage must comply with the provisions of Section 5.02(e) hereof and (2) from and after the time of any release or assignment of any Qualified Mortgage, any Debt of the Borrower or any of its Subsidiaries secured by the related Qualified Property must not result in any Default or Event of Default under Section 5.02(b).119
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