No Restrictions on Transfer. Other than restrictions contained in Franchise Agreements, Property Management Agreements, Ground Leases, owner agreements and the guaranties associated with each of the preceding agreements as such agreements are (x) in effect on the First Amendment Date or (y) entered into after the First Amendment Date with respect to any Property which becomes an Unencumbered Property after the First Amendment Date if the subject restrictions in such agreements are substantially similar to the restrictions in Hotel Agreements (as defined below) in effect on the First Amendment Date and are required by the counterparty to the Hotel Agreement (collectively, the “Hotel Agreements”) relating to the Property owned by certain Issuers restricting the transfer of Pledged Interests of such Issuers which restrictions may be applicable upon an exercise of remedies hereunder (provided that such restrictions do not prohibit the pledge of such Pledged Interests hereunder), and subject to Applicable Law and in accordance with this Agreement, there are no restrictions on the transfer of the Pledged Interests or the Material Debt Receivables to the Collateral Agent and/or the Secured Parties hereunder, or with respect to any subsequent transfer thereof or realization thereupon by the Collateral Agent and/or the Secured Parties (or, if there are any such restrictions, Pledgors shall use commercially reasonable efforts to assist Collateral Agent and the Secured Parties in complying with any such transfer restrictions by all required parties), and, as set forth in the Acknowledgement and Consents in the form of Schedule 2 attached hereto and delivered by any Issuer, except as set forth above in this clause (i), each of the Pledgors has obtained all consents needed in connection with any such transfer or subsequent transfer, if any, subject to matters resulting from operation of law.
Appears in 2 contracts
Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Pledge Agreement (Sunstone Hotel Investors, Inc.)
No Restrictions on Transfer. Other than restrictions contained in Franchise Agreements, Property Management Agreements, Ground Leases, owner agreements and the guaranties associated with each of the preceding agreements as such agreements are (x) in effect on the First Amendment Date or (y) entered into after the First Amendment Date with respect to any Property which becomes an Unencumbered Property after the First Amendment Date if the subject restrictions in such agreements are substantially similar to the restrictions in Hotel Agreements (as defined below) in effect on the First Amendment Date and are required by the counterparty to the Hotel Agreement (collectively, the “Hotel Agreements”) relating to the Property owned by certain Issuers restricting the transfer of Pledged Interests of such Issuers which restrictions may be applicable upon an exercise of remedies hereunder (provided that such restrictions do not prohibit the pledge of such Pledged Interests hereunder), and subject to Applicable Law and in accordance with this Agreement, there are no restrictions on the transfer of the Pledged Interests or the Material Debt Receivables to the Collateral Agent and/or the Secured Parties hereunder, or with respect to any subsequent transfer thereof or realization thereupon by the Collateral Agent and/or the Secured Parties (or, if there are any such restrictions, Pledgors shall use commercially reasonable efforts to assist Collateral Agent and the Secured Parties in complying with any such transfer restrictions by all required parties), and, as set forth in the Acknowledgement and Consents in the form of Schedule 2 attached hereto and delivered by any Issuer, except as set forth above in this clause (i), each of the Pledgors has obtained all consents needed in connection with any such transfer or subsequent transfer, if any, subject to matters resulting from operation of law.
Appears in 1 contract
No Restrictions on Transfer. Other than restrictions contained in Franchise Agreements, Property Management Agreements, Ground Leases, owner agreements and the guaranties associated with each of the preceding agreements as such agreements are (x) in effect on the First Amendment Date or (y) entered into after the First Amendment Date with respect to any Property which becomes an Unencumbered Property after the First Amendment Date if the subject restrictions in such agreements are substantially similar to the restrictions in Hotel Agreements (as defined below) in effect on the First Amendment Date and are required by the counterparty to the Hotel Agreement (collectively, the “Hotel Agreements”) relating to the Property owned by certain Issuers restricting the transfer of Pledged Interests of such Issuers which restrictions may be applicable upon an exercise of remedies hereunder (provided that such restrictions do not prohibit the pledge of such Pledged Interests hereunder), and subject to Applicable Law and in accordance with this Agreement, there are no restrictions on the transfer of the Pledged Interests or the Material Debt Receivables to the Collateral Agent and/or the Secured Parties hereunder, or with respect to any subsequent transfer thereof or realization thereupon by the Collateral Agent and/or the Secured Parties (or, if there are any such restrictions, Pledgors shall use commercially reasonable efforts to assist Collateral Agent and the Secured Parties in complying with any such transfer restrictions by all required parties), and, as set forth in the Acknowledgement and Consents in the form of Schedule 2 attached hereto and delivered by any Issuer, except as set forth above in this clause (i), each of the Pledgors has obtained all consents needed in connection with any such transfer or subsequent transfer, if any, subject to matters resulting from operation of law..
Appears in 1 contract
Samples: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)
