Common use of Transferred Mortgages Clause in Contracts

Transferred Mortgages. (a) The parties hereto acknowledge and agree that as an accommodation to the Borrower, the Administrative Agent and the Super-Majority Lenders may, from time to time, in their sole discretion, accept the benefits of Mortgages encumbering real property located in the State of New York assigned from time to time pursuant to the terms of this Section to the Administrative Agent, for its benefit and the benefit of the Issuing Banks and the Lenders (any such Mortgage, a “Transferred Mortgage”). The agreement of the Administrative Agent and the Super-Majority Lenders to accept the benefit of a Transferred Mortgage in their sole discretion will be subject to, among other things, (i) the Administrative Agent’s and each Lender’s reasonable determination that the real property subject to such Transferred Mortgage is not in an area determined by the Federal Emergency Management Agency to have special flood hazards, and (ii) the Administrative Agent’s and each Lender’s receipt of all internal approvals regarding flood compliance with respect to the applicable real property subject to such Transferred Mortgage. (b) In connection with the acceptance of the benefits of a Transferred Mortgage by the Administrative Agent and the Super-Majority Lenders, the Borrower shall cause to be delivered to the Administrative Agent each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) the originals (or if not available, copies, together with one or more lost note affidavits) of each outstanding promissory note evidencing the Indebtedness secured by such Transferred Mortgage, duly endorsed (by allonge or otherwise) to the order of the Administrative Agent (collectively, “Existing Mortgage Notes”); (ii) an amended and restated promissory note (each a “Restated Mortgage Note”) which amends, restates and, if applicable, consolidates the applicable Existing Mortgage Notes, which (x) shall be payable to the order of the Administrative Agent for the benefit of itself, the Issuing Banks and the Lenders, (y) shall be in an initial aggregate principal amount equal to the principal amount of Loans advanced hereunder in connection with the transfer of such Existing Mortgage Notes to the Administrative Agent for the benefit of itself, the Issuing Banks and the Lenders and (z) shall incorporate by reference all of the applicable terms and conditions of this Agreement and the other Loan Documents; (iii) a copy of such Transferred Mortgage, including all amendments thereto, showing all recording information thereon certified to the knowledge of an authorized officer of the Borrower as being true, correct and complete, and any other underlying loan documents relating to such Transferred Mortgage; (iv) an assignment of such Transferred Mortgage, in recordable form, executed by each holder of the Indebtedness secured by such Transferred Mortgage (or an authorized agent acting on behalf of each such holder); (v) a modification to such Transferred Mortgage executed by the applicable Loan Parties, such modification, among other things, to modify such Transferred Mortgage (x) to provide that it secures the applicable Restated Mortgage Note, (y) to provide that the maximum principal sum of Obligations secured by such Transferred Mortgage at execution or in the future shall not exceed the initial principal amount of the applicable Restated Mortgage Note and (z) to include language reasonably satisfactory to the Administrative Agent to the effect that payments in respect of the Obligations shall not be deemed to reduce the amount of the Obligations secured by such Transferred Mortgage until such time as the outstanding principal amount of the Obligations shall have been reduced to the initial principal amount of the applicable Restated Mortgage Note; (vi) terminations of, or assignments and modifications to, any assignment of leases and rents, financing statements and any other document, instrument or agreement securing the Indebtedness secured by such Transferred Mortgage, as the Administrative Agent may reasonably request; (vii) a copy of any Phase I (and Phase II, if necessary) Environmental Site Assessment report on the Property subject to such Transferred Mortgage and such other diligence materials as the Administrative Agent and the Super-Majority Lenders may reasonably require; (viii) an environmental indemnity agreement executed by the Parent Guarantor in favor of the Administrative Agent for its benefit and the benefit of the Issuing Banks and the Lenders and in a form reasonably acceptable to the Administrative Agent; and (ix) such other documents, agreements and instruments as the Administrative Agent on behalf of the Issuing Banks and the Lenders may reasonably request. (c) Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary (i) so long as no Event of Default then exists or would exist after giving effect thereto, upon the Borrower’s written request and at the Borrower’s sole cost and expense, the Administrative Agent shall release any or all of the Transferred Mortgages and any other agreements or filings evidencing the Lien of the Administrative Agent pursuant to any such Transferred Mortgage or assign any or all of the Transferred Mortgages to any Person requested by the Borrower (any such assignment to be without recourse or warranty whatsoever) and (ii) the Administrative Agent may in its discretion, and shall at the direction of the Requisite Lenders, release any or all of the Transferred Mortgages if the Administrative Agent has, or the Requisite Lenders have, reasonably determined that holding any of such Transferred Mortgages could be detrimental to the Administrative Agent or the Lenders, and so long as the Administrative Agent shall have given to the Borrower written notice at least thirty (30) days prior to any such release; provided, however, the Administrative Agent shall not be required to give any such prior notice to the Borrower if the Administrative Agent, in its sole discretion, has determined that delay of such release would be detrimental to the Administrative Agent or the Lenders. For the avoidance of doubt, the Borrower shall not be required to repay any Indebtedness secured by such Transferred Mortgages upon the release of such Transferred Mortgages. (d) Not in limitation of any of the Borrower’s obligations under Section 13.2 or Section 13.10, the Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Issuing Bank, each Lender and each other Indemnified Party from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented out-of-pocket fees and disbursements of one primary counsel to the Indemnified Parties, one specialty counsel to the Indemnified Parties in each relevant specialty, one local counsel to the Indemnified Parties in each relevant local jurisdiction, in each case selected by the Administrative Agent, and in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Parties that are similarly situated in each relevant jurisdiction in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any Indemnity Proceeding which is in any way related directly or indirectly to (i) the failure of any Person to pay any recording tax payable pursuant to N.Y. Tax Law, Ch. 60, Art. 11, Sec. 253 et seq. or other Applicable Laws of the State of New York or any political subdivision of such State or (ii) any Transferred Mortgage. (e) The Borrower represents and warrants that no Property encumbered by a Transferred Mortgage is located in an area determined by the Federal Emergency Management Agency to have special flood hazards. If at any time in the future the Borrower becomes aware that any portion of a Property encumbered by a Transferred Mortgage is located in an area determined by the Federal Emergency Management Agency as special flood hazard area, then the Borrower will promptly notify the Administrative Agent and such Transferred Mortgage relating to such Property which is in a special flood hazard area will be released pursuant to clause (c) above.

Transferred Mortgages. (a) The parties hereto acknowledge and agree that as an accommodation to the Borrower, the Administrative Agent and the Super-Majority Lenders may, from time to time, in their sole discretion, accept the benefits of Mortgages encumbering real property located in the State of New York assigned from time to time pursuant to the terms of this Section to the Administrative Agent, for its benefit and the benefit of the Issuing Banks and the Lenders (any such Mortgage, a “Transferred Mortgage”). The agreement of the Administrative Agent and the Super-Majority Lenders to accept the benefit of a Transferred Mortgage in their sole discretion will be subject to, among other things, (i) the Administrative Agent’s and each Lender’s reasonable determination that the real property subject to such Transferred Mortgage is not in an area determined by the Federal Emergency Management Agency to have special flood hazards, and (ii) the Administrative Agent’s and each Lender’s receipt of all internal approvals regarding flood compliance with respect to the applicable real property subject to such Transferred Mortgage. (b) In connection with the acceptance of the benefits of a Transferred Mortgage by the Administrative Agent and the Super-Majority Lenders, the Borrower shall cause to be delivered to the Administrative Agent each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) the originals (or if not available, copies, together with one or more lost note affidavits) of each outstanding promissory note evidencing the Indebtedness secured by such Transferred Mortgage, duly endorsed (by allonge or otherwise) to the order of the Administrative Agent (collectively, “Existing Mortgage Notes”);) ; (ii) an amended and restated promissory note (each a “Restated Mortgage Note”) which amends, restates and, if applicable, consolidates the applicable Existing Mortgage Notes, which (x) shall be payable to the order of the Administrative Agent for the benefit of itself, the Issuing Banks and the Lenders, (y) shall be in an initial aggregate principal amount equal to the principal amount of Loans advanced hereunder in connection with the transfer of such Existing Mortgage Notes to the Administrative Agent for the benefit of itself, the Issuing Banks and the Lenders and (z) shall incorporate by reference all of the applicable terms and conditions of this Agreement and the other Loan Documents;Documents; (iii) a copy of such Transferred Mortgage, including all amendments thereto, showing all recording information thereon certified to the knowledge of an authorized officer of the Borrower as being true, correct and complete, and any other underlying loan documents relating to such Transferred Mortgage;Mortgage; (iv) an assignment of such Transferred Mortgage, in recordable form, executed by each holder of the Indebtedness secured by such Transferred Mortgage (or an authorized agent acting on behalf of each such holder);holder); (v) a modification to such Transferred Mortgage executed by the applicable Loan Parties, such modification, among other things, to modify such Transferred Mortgage (x) to provide that it secures the applicable Restated Mortgage Note, (y) to provide that the maximum principal sum of Obligations secured by such Transferred Mortgage at execution or in the future shall not exceed the initial principal amount of the applicable Restated Mortgage Note and (z) to include language reasonably satisfactory to the Administrative Agent to the effect that payments in respect of the Obligations shall not be deemed to reduce the amount of the Obligations secured by such Transferred Mortgage until such time as the outstanding principal amount of the Obligations shall have been reduced to the initial principal amount of the applicable Restated Mortgage Note;Note; (vi) terminations of, or assignments and modifications to, any assignment of leases and rents, financing statements and any other document, instrument or agreement securing the Indebtedness secured by such Transferred Mortgage, as the Administrative Agent may reasonably request;request; (vii) a copy of any Phase I (and Phase II, if necessary) Environmental Site Assessment report on the Property subject to such Transferred Mortgage and such other diligence materials as the Administrative Agent and the Super-Majority Lenders may reasonably require;require; (viii) an environmental indemnity agreement executed by the Parent Guarantor in favor of the Administrative Agent for its benefit and the benefit of the Issuing Banks and the Lenders and in a form reasonably acceptable to the Administrative Agent; Agent; and (ix) such other documents, agreements and instruments as the Administrative Agent on behalf of the Issuing Banks and the Lenders may reasonably request. (c) Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary contrary, including without limitation, Section 13.7(g), (i) so long as no Event of Default then exists or would exist after giving effect thereto, upon the Borrower’s written request and at the Borrower’s sole cost and expense, the Administrative Agent shall release any or all of the Transferred Mortgages and any other agreements or filings evidencing the Lien of the Administrative Agent pursuant to any such Transferred Mortgage or assign any or all of the Transferred Mortgages to any Person requested by the Borrower (any such assignment to be without recourse or warranty whatsoever) and (ii) the Administrative Agent may in its discretion, and shall at the direction of the Requisite Required Lenders, release any or all of the Transferred Mortgages if the Administrative Agent has, or the Requisite Required Lenders have, reasonably determined that holding any of such Transferred Mortgages could be detrimental to the Administrative Agent or the Lenders, and so long as the Administrative Agent shall have given to the Borrower written notice at least thirty (30) days prior to any such release; release; provided, however, the Administrative Agent shall not be required to give any such prior notice to the Borrower if the Administrative Agent, in its sole discretion, has determined that delay of such release would be detrimental to the Administrative Agent or the Lenders. For the avoidance of doubt, and without limitation of any requirement in connection with a release of a Hotel Property from the Unencumbered Pool pursuant to Section 4.3, the Borrower shall not be required to repay any Indebtedness secured by such Transferred Mortgages upon the release of such Transferred Mortgages. (d) Not in limitation of any of the Borrower’s obligations under Section 13.2 or Section 13.10, the Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Issuing Bank, each Lender and each other Indemnified Party from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented out-of-pocket fees and disbursements of one primary counsel to the Indemnified Parties, one specialty counsel to the Indemnified Parties in each relevant specialty, one local counsel to the Indemnified Parties in each relevant local jurisdiction, in each case selected by the Administrative Agent, and in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Parties that are similarly situated in each relevant jurisdiction in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any Indemnity Proceeding which is in any way related directly or indirectly to (i) the failure of any Person to pay any recording tax payable pursuant to N.Y. Tax Law, Ch. 60, Art. 11, Sec. 253 et seq. or other Applicable Laws of the State of New York or any political subdivision of such State or (ii) any Transferred Mortgage. (e) The Borrower represents and warrants that no Property encumbered by a Transferred Mortgage is located in an area determined by the Federal Emergency Management Agency to have special flood hazards. If at any time in the future the Borrower becomes aware that any portion of a Property encumbered by a Transferred Mortgage is located in an area determined by the Federal Emergency Management Agency as special flood hazard area, then the Borrower will promptly notify the Administrative Agent and such Transferred Mortgage relating to such Property which is in a special flood hazard area will be released pursuant to clause (c) above.

Transferred Mortgages. (a) The parties hereto acknowledge and agree that as an accommodation to the Borrower, the Administrative Agent and the Super-Majority Lenders may, from time to time, in their sole discretion, accept the benefits of Mortgages encumbering real property located in the State of New York assigned from time to time pursuant to the terms of this Section to the Administrative Agent, for its benefit and the benefit of the Issuing Banks and the Lenders (any such Mortgage, a “Transferred Mortgage”). The agreement of the Administrative Agent and the Super-Majority Lenders to accept the benefit of a Transferred Mortgage in their sole discretion will be subject to, among other things, (i) the Administrative Agent’s and each Lender’s reasonable determination that the real property subject to such Transferred Mortgage is not in an area determined by the Federal Emergency Management Agency to have special flood hazards, and (ii) the Administrative Agent’s and each Lender’s receipt of all internal approvals regarding flood compliance with respect to the applicable real property subject to such Transferred Mortgage. (b) In connection with the acceptance of the benefits of a Transferred Mortgage by the Administrative Agent and the Super-Majority Lenders, the Borrower shall cause to be delivered to the Administrative Agent each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) the originals (or if not available, copies, together with one or more lost note affidavits) of each outstanding promissory note evidencing the Indebtedness secured by such Transferred Mortgage, duly endorsed (by allonge or otherwise) to the order of the Administrative Agent (collectively, “Existing Mortgage Notes”);) ; (ii) an amended and restated promissory note (each a “Restated Mortgage Note”) which amends, restates and, if applicable, consolidates the applicable Existing Mortgage Notes, which (x) shall be payable to the order of the Administrative Agent for the benefit of itself, the Issuing Banks and the Lenders, (y) shall be in an initial aggregate principal amount equal to the principal amount of Loans advanced hereunder in connection with the transfer of such Existing Mortgage Notes to the Administrative Agent for the benefit of itself, the Issuing Banks and the Lenders and (z) shall incorporate by reference all of the applicable terms and conditions of this Agreement and the other Loan Documents;Documents; (iii) a copy of such Transferred Mortgage, including all amendments thereto, showing all recording information thereon certified to the knowledge of an authorized officer of the Borrower as being true, correct and complete, and any other underlying loan documents relating to such Transferred Mortgage;Mortgage; (iv) an assignment of such Transferred Mortgage, in recordable form, executed by each holder of the Indebtedness secured by such Transferred Mortgage (or an authorized agent acting on behalf of each such holder);holder); (v) a modification to such Transferred Mortgage executed by the applicable Loan Parties, such modification, among other things, to modify such Transferred Mortgage (x) to provide that it secures the applicable Restated Mortgage Note, (y) to provide that the maximum principal sum of Obligations secured by such Transferred Mortgage at execution or in the future shall not exceed the initial principal amount of the applicable Restated Mortgage Note and (z) to include language reasonably satisfactory to the Administrative Agent to the effect that payments in respect of the Obligations shall not be deemed to reduce the amount of the Obligations secured by such Transferred Mortgage until such time as the outstanding principal amount of the Obligations shall have been reduced to the initial principal amount of the applicable Restated Mortgage Note;Note; (vi) terminations of, or assignments and modifications to, any assignment of leases and rents, financing statements and any other document, instrument or agreement securing the Indebtedness secured by such Transferred Mortgage, as the Administrative Agent may reasonably request;request; (vii) a copy of any Phase I (and Phase II, if necessary) Environmental Site Assessment report on the Property subject to such Transferred Mortgage and such other diligence materials as the Administrative Agent and the Super-Majority Lenders may reasonably require;require; (viii) an environmental indemnity agreement executed by the Parent Guarantor in favor of the Administrative Agent for its benefit and the benefit of the Issuing Banks and the Lenders and in a form reasonably acceptable to the Administrative Agent; Agent; and (ix) such other documents, agreements and instruments as the Administrative Agent on behalf of the Issuing Banks and the Lenders may reasonably request. (c) Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary contrary, including without limitation, Section 13.7(g), (i) so long as no Event of Default then exists or would exist after giving effect thereto, upon the Borrower’s written request and at the Borrower’s sole cost and expense, the Administrative Agent shall release any or all of the Transferred Mortgages and any other agreements or filings evidencing the Lien of the Administrative Agent pursuant to any such Transferred Mortgage or assign any or all of the Transferred Mortgages to any Person requested by the Borrower (any such assignment to be without recourse or warranty whatsoever) and (ii) the Administrative Agent may in its discretion, and shall at the direction of the Requisite Required Lenders, release any or all of the Transferred Mortgages if the Administrative Agent has, or the Requisite Required Lenders have, reasonably determined that holding any of such Transferred Mortgages could be detrimental to the Administrative Agent or the Lenders, and so long as the Administrative Agent shall have given to the Borrower written notice at least thirty (30) days prior to any such release; release; provided, however, the Administrative Agent shall not be required to give any such prior notice to the Borrower if the Administrative Agent, in its sole discretion, has determined that delay of such release would be detrimental to the Administrative Agent or the Lenders. For the avoidance of doubt, and without limitation of any requirement in connection with a release of a Hotel Property from the Unencumbered Pool pursuant to Section 4.3, the Borrower shall not be required to repay any Indebtedness secured by such Transferred Mortgages upon the release of such Transferred Mortgages. (d) Not in limitation of any of the Borrower’s obligations under Section 13.2 or Section 13.10, the Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Issuing Bank, each Lender and each other Indemnified Party from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented out-of-pocket fees and disbursements of one primary counsel to the Indemnified Parties, one specialty counsel to the Indemnified Parties in each relevant specialty, one local counsel to the Indemnified Parties in each relevant local jurisdiction, in each case selected by the Administrative Agent, and in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Parties that are similarly situated in each relevant jurisdiction in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any Indemnity Proceeding which is in any way related directly or indirectly to (i) the failure of any Person to pay any recording tax payable pursuant to N.Y. Tax Law, Ch. 60, Art. 11, Sec. 253 et seq. or other Applicable Laws of the State of New York or any political subdivision of such State or (ii) any Transferred Mortgage. (e) The Borrower represents and warrants that no Property encumbered by a Transferred Mortgage is located in an area determined by the Federal Emergency Management Agency to have special flood hazards. If at any time in the future the Borrower becomes aware that any portion of a Property encumbered by a Transferred Mortgage is located in an area determined by the Federal Emergency Management Agency as special flood hazard area, then the Borrower will promptly notify the Administrative Agent and such Transferred Mortgage relating to such Property which is in a special flood hazard area will be released pursuant to clause (c) above.

Transferred Mortgages. (a) The parties hereto acknowledge and agree that as an accommodation to the Borrower, the Administrative Agent and the Super-Majority Lenders may, from time to time, in their sole discretion, accept the benefits of Mortgages encumbering real property located in the State of New York assigned from time to time pursuant to the terms of this Section to the Administrative Agent, for its benefit and the benefit of the Issuing Banks and the Lenders (any such Mortgage, a “Transferred Mortgage”). The agreement of the Administrative Agent and the Super-Majority Lenders to accept the benefit of a Transferred Mortgage in their sole discretion will be subject to, among other things, (i) the Administrative Agent’s and each Lender’s reasonable determination that the real property subject to such Transferred Mortgage is not in an area determined by the Federal Emergency Management Agency to have special flood hazards, and (ii) the Administrative Agent’s and each Lender’s receipt of all internal approvals regarding flood compliance with respect to the applicable real property subject to such Transferred Mortgage. (b) In connection with the acceptance of the benefits of a Transferred Mortgage by the Administrative Agent and the Super-Majority Lenders, the Borrower shall cause to be delivered to the Administrative Agent each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) the originals (or if not available, copies, together with one or more lost note affidavits) of each outstanding promissory note evidencing the Indebtedness secured by such Transferred Mortgage, duly endorsed (by allonge or otherwise) to the order of the Administrative Agent (collectively, “Existing Mortgage Notes”)) ; (ii) an amended and restated promissory note (each a “Restated Mortgage Note”) which amends, restates and, if applicable, consolidates the applicable Existing Mortgage Notes, which (x) shall be payable to the order of the Administrative Agent for the benefit of itself, the Issuing Banks and the Lenders, (y) shall be in an initial aggregate principal amount equal to the principal amount of Loans advanced hereunder in connection with the transfer of such Existing Mortgage Notes to the Administrative Agent for the benefit of itself, the Issuing Banks and the Lenders and (z) shall incorporate by reference all of the applicable terms and conditions of this Agreement and the other Loan Documents; (iii) a copy of such Transferred Mortgage, including all amendments thereto, showing all recording information thereon certified to the knowledge of an authorized officer of the Borrower as being true, correct and complete, and any other underlying loan documents relating to such Transferred Mortgage; (iv) an assignment of such Transferred Mortgage, in recordable form, executed by each holder of the Indebtedness secured by such Transferred Mortgage (or an authorized agent acting on behalf of each such holder); (v) a modification to such Transferred Mortgage executed by the applicable Loan Parties, such modification, among other things, to modify such Transferred Mortgage (x) to provide that it secures the applicable Restated Mortgage Note, (y) to provide that the maximum principal sum of Obligations secured by such Transferred Mortgage at execution or in the future shall not exceed the initial principal amount of the applicable Restated Mortgage Note and (z) to include language reasonably satisfactory to the Administrative Agent to the effect that payments in respect of the Obligations shall not be deemed to reduce the amount of the Obligations secured by such Transferred Mortgage until such time as the outstanding principal amount of the Obligations shall have been reduced to the initial principal amount of the applicable Restated Mortgage Note; (vi) terminations of, or assignments and modifications to, any assignment of leases and rents, financing statements and any other document, instrument or agreement securing the Indebtedness secured by such Transferred Mortgage, as the Administrative Agent may reasonably request; (vii) a copy of any Phase I (and Phase II, if necessary) Environmental Site Assessment report on the Property subject to such Transferred Mortgage and such other diligence materials as the Administrative Agent and the Super-Majority Lenders may reasonably require; (viii) an environmental indemnity agreement executed by the Parent Guarantor in favor of the Administrative Agent for its benefit and the benefit of the Issuing Banks and the Lenders and in a form reasonably acceptable to the Administrative Agent; and (ix) such other documents, agreements and instruments as the Administrative Agent on behalf of the Issuing Banks and the Lenders may reasonably request. (c) Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary contrary, including without limitation, Section 13.7(g), (i) so long as no Event of Default then exists or would exist after giving effect thereto, upon the Borrower’s written request and at the Borrower’s sole cost and expense, the Administrative Agent shall release any or all of the Transferred Mortgages and any other agreements or filings evidencing the Lien of the Administrative Agent pursuant to any such Transferred Mortgage or assign any or all of the Transferred Mortgages to any Person requested by the Borrower (any such assignment to be without recourse or warranty whatsoever) and (ii) the Administrative Agent may in its discretion, and shall at the direction of the Requisite Required Lenders, release any or all of the Transferred Mortgages if the Administrative Agent has, or the Requisite Required Lenders have, reasonably determined that holding any of such Transferred Mortgages could be detrimental to the Administrative Agent or the Lenders, and so long as the Administrative Agent shall have given to the Borrower written notice at least thirty (30) days prior to any such release; provided, however, the Administrative Agent shall not be required to give any such prior notice to the Borrower if the Administrative Agent, in its sole discretion, has determined that delay of such release would be detrimental to the Administrative Agent or the Lenders. For the avoidance of doubt, and without limitation of any requirement in connection with a release of a Hotel Property from the Unencumbered Pool pursuant to Section 4.3, the Borrower shall not be required to repay any Indebtedness secured by such Transferred Mortgages upon the release of such Transferred Mortgages. (d) Not in limitation of any of the Borrower’s obligations under Section 13.2 or Section 13.10, the Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, each Issuing Bank, each Lender and each other Indemnified Party from and against any and all losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented out-of-pocket fees and disbursements of one primary counsel to the Indemnified Parties, one specialty counsel to the Indemnified Parties in each relevant specialty, one local counsel to the Indemnified Parties in each relevant local jurisdiction, in each case selected by the Administrative Agent, and in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Parties that are similarly situated in each relevant jurisdiction in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any Indemnity Proceeding which is in any way related directly or indirectly to (i) the failure of any Person to pay any recording tax payable pursuant to N.Y. Tax Law, Ch. 60, Art. 11, Sec. 253 et seq. or other Applicable Laws of the State of New York or any political subdivision of such State or (ii) any Transferred Mortgage. (e) The Borrower represents and warrants that no Property encumbered by a Transferred Mortgage is located in an area determined by the Federal Emergency Management Agency to have special flood hazards. If at any time in the future the Borrower becomes aware that any portion of a Property encumbered by a Transferred Mortgage is located in an area determined by the Federal Emergency Management Agency as special flood hazard area, then the Borrower will promptly notify the Administrative Agent and such Transferred Mortgage relating to such Property which is in a special flood hazard area will be released pursuant to clause (c) above.