Common use of Sale of Equipment Clause in Contracts

Sale of Equipment. Notwithstanding the above provisions of ----------------- this Section 6.1(j), Borrower may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of the Mortgaged Property free from the interest of Lender under this Agreement or any other Loan Document, provided such transfer or -------- disposal (when compared to the non-transfer or non-disposal of such Equipment) will not materially adversely affect the value of the Mortgaged Property, will not materially impair the utility thereof and will not violate any Material Agreement, Permitted Encumbrance or Legal Requirement and will not result in a reduction or abatement of, or right of offset against, the rentals or other amounts payable under any Lease as a result thereof, provided that any new Equipment acquired by Borrower (and not so -------- disposed of) shall be subject to the interest of Lender under this Agreement and the other Loan Documents unless leased to Borrower (in which event, Lender shall be made a collateral assignee of Borrower's interest in such lease (but, unless expressly subsequently assumed by Lender, Lender shall have no obligations under Borrower's interest therein)).

Sale of Equipment. Notwithstanding Section 6.1(h)(i) hereof, the above provisions of ----------------- this Section 6.1(j), Borrower may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of the Mortgaged Property free from the interest of Lender the Lenders or the Agent under this Agreement or any other Loan DocumentDocument (and the Agent will provide a release, as necessary, in respect thereto), provided that such transfer or -------- disposal (when compared to the non-transfer or non-disposal of such Equipment) will not materially adversely affect the value of the Mortgaged Property, will not materially impair the utility thereof and will (except where the same would not violate any have a Material Agreement, Permitted Encumbrance or Legal Requirement and Adverse Effect) will not result in a reduction or abatement of, or right of offset against, the rentals or other amounts payable under any Lease or any Operating Agreement, in either case as a result thereof, and provided further that any new Equipment acquired by the Borrower (and not so -------- disposed of) shall be subject to the interest of Lender the Agent under this Agreement and the other Loan Documents unless leased to the Borrower (in which event, Lender the Agent shall be made a collateral assignee of the Borrower's ’s interest in such lease (but, unless expressly subsequently assumed by Lenderthe Agent, Lender the Agent shall have no obligations under the Borrower's ’s interest therein)).

Sale of Equipment. Notwithstanding the above provisions of ----------------- this Section 6.1(j)6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable Borrower, Borrower Borrowers may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of the Mortgaged any Property free from the interest of Lender under this Agreement or any other Loan Document, provided that such transfer or -------- disposal (when compared to the non-transfer or non-disposal of such Equipment) will not materially adversely affect the value of the Mortgaged any Property, will not materially impair the utility thereof and will (except where the same would not violate any have a Material AgreementAdverse Effect), Permitted Encumbrance or Legal Requirement and will not result in a reduction or abatement of, or right of offset against, the rentals or other amounts payable under any Lease or any Operating Agreement, in either case as a result thereof, provided that any new Equipment acquired by any Borrower (and not so -------- disposed of) shall be subject to the interest of Lender under this Agreement and the other Loan Documents unless leased to Borrower Borrowers (in which event, Lender shall be made a collateral assignee of the applicable Borrower's interest in such lease (but, unless expressly subsequently assumed by Lender, Lender shall have no obligations under the applicable Borrower's interest therein)).

Sale of Equipment. Notwithstanding the above provisions of ----------------- this Section 6.1(j)6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable Borrower, Borrower Borrowers may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of the Mortgaged any Property free from the interest of Lender under this Agreement or any other Loan Document, provided that such transfer or -------- disposal (when compared to the non-transfer or non-disposal of such Equipment) will not materially adversely affect the value of the Mortgaged any Property, will not materially impair the utility thereof and will (except where the same would not violate any have a Material AgreementAdverse Effect), Permitted Encumbrance or Legal Requirement and will not result in a reduction or abatement of, or right of offset against, the rentals or other amounts payable under any Lease or any Operating Agreement, in either case as a result thereof, provided that any new Equipment acquired by any Borrower (and not so -------- disposed of) shall be subject to the interest of Lender under this Agreement and the other Loan Documents unless leased to Borrower Borrowers (in which event, Lender shall be made a collateral assignee of the applicable Borrower's ’s interest in such lease (but, unless expressly subsequently assumed by Lender, Lender shall have no obligations under the applicable Borrower's ’s interest therein)).

Sale of Equipment. Notwithstanding the above provisions of ----------------- this Section 6.1(j)6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable Issuer, Borrower Issuers may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of the Mortgaged any Property free from the interest of Lender Note Trustee under this Agreement Indenture or any other Loan Transaction Document, provided that such transfer or -------- disposal (when compared to the non-transfer or non-disposal of such Equipment) will not materially adversely affect the value of the Mortgaged any Property, will not materially impair the utility thereof and will (except where the same would not violate any have a Material AgreementAdverse Effect), Permitted Encumbrance or Legal Requirement and will not result in a reduction or abatement of, or right of offset against, the rentals or other amounts payable under any Lease or any Operating Agreement, in either case as a result thereof, provided that any new Equipment acquired by Borrower any Issuer (and not so -------- disposed of) shall be subject to the interest of Lender Note Trustee under this Agreement Indenture and the other Loan Transaction Documents unless leased to Borrower Issuers (in which event, Lender Note Trustee shall be made a collateral assignee of Borrowerthe applicable Issuer's interest in such lease (but, unless expressly subsequently assumed by LenderNote Trustee, Lender Note Trustee shall have no obligations under Borrowerthe applicable Issuer's interest therein)).

Sale of Equipment. Notwithstanding the above provisions of ----------------- this Section 6.1(j6.1(i), Borrower may transfer or dispose of Equipment (as defined in the Mortgage) that is either being replaced or that is no longer necessary in connection with the operation of the Mortgaged Property free from the interest of Lender under this Agreement or any other Loan Document, provided such transfer or -------- disposal (when compared to the non-transfer or non-disposal of such Equipment) will not materially adversely affect the value of the Mortgaged Property, will not materially impair the utility thereof and will not violate any Material Agreement, Permitted Encumbrance or Legal Requirement and will not result in a reduction or abatement of, or right of offset against, the rentals or other amounts payable under any Lease or any Operating Agreement, in either case as a result thereof, provided that any new Equipment acquired by Borrower (and not so -------- disposed of) shall be subject to the interest of Lender under this Agreement and the other Loan Documents unless leased to Borrower (in which event, Lender shall be made a collateral assignee of Borrower's interest in such lease (but, unless expressly subsequently assumed by Lender, Lender shall have no obligations under Borrower's interest therein)).

Sale of Equipment. Notwithstanding the above provisions of ----------------- this Section 6.1(j)5.20 and to the extent permitted to be carried out by the Property Manager without the consent of Obligor, Borrower Obligor may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of the Mortgaged Property free from the interest of Lender Lenders under this Agreement or any other Loan Document, provided that such transfer or -------- disposal (when compared to the non-transfer or non-disposal of such Equipment) will not materially adversely affect the value of the Mortgaged Property, will not materially impair the utility thereof and will (except where the same would not violate any have a Material AgreementAdverse Effect), Permitted Encumbrance or Legal Requirement and will not result in a reduction or abatement of, or right of offset against, the rentals or other amounts payable under any Lease or the Operating Agreement, in either case as a result thereof, provided that any new Equipment acquired by Borrower Obligor (and not so -------- disposed of) shall be subject to the interest of Lender Lenders under this Agreement and the other Loan Documents unless leased to Borrower Obligor (in which event, Lender Lenders shall be made a collateral assignee of Borrower's Obligor’s interest in such lease (but, unless expressly subsequently assumed by LenderLenders, Lender Lenders shall have no obligations under Borrower's Obligor’s interest therein)).

Sale of Equipment. Notwithstanding the above provisions of ----------------- this Section 6.1(j)6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable Property Owner, Borrower Borrowers may permit Property Owners to transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of the Mortgaged any Property free from the interest of Senior Lender under this Agreement or any other Senior Loan Document, provided that such transfer or -------- disposal (when compared to the non-transfer or non-disposal of such Equipment) will not materially adversely affect the value of the Mortgaged any Property, will not materially impair the utility thereof and will (except where the same would not violate any have a Material AgreementAdverse Effect), Permitted Encumbrance or Legal Requirement and will not result in a reduction or abatement of, or right of offset against, the rentals or other amounts payable under any Lease or any Operating Agreement, in either case as a result thereof, provided that any new Equipment acquired by Borrower any Property Owner (and not so -------- disposed of) shall be subject to the interest of Senior Lender under this the Senior Loan Agreement and the other Senior Loan Documents unless leased to Borrower Property Owners (in which event, Senior Lender shall be made a collateral assignee of the applicable Borrower's ’s interest in such lease (but, unless expressly subsequently assumed by Lender, Lender shall have no obligations under Borrower's interest therein)lease).