Common use of Sale of Equipment Clause in Contracts

Sale of Equipment. Notwithstanding the above provisions of this Section 6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable 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 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 any Property, will not impair the utility thereof and (except where the same would not have a Material 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, 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 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 SECTION 6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable Borrower), Borrowers Borrower may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of any Mortgaged Property free from the interest of Lender Lenders or Agent under this Agreement or any other Loan Document, provided 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 any Mortgaged Property, will not materially impair the utility thereof and (except where the same would not have a Material 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, provided PROVIDED that any new Equipment acquired by any Borrower (and not so disposed of) shall be subject to the interest of Lender Agent for the benefit of the Lenders under this Agreement and the other Loan Documents unless leased to Borrowers Borrower (in which event, Lender Agent for the benefit of the Lenders shall IPSO FACTO be made deemed to be a collateral assignee of the applicable Borrower’s 's interest in such lease (but, unless expressly subsequently assumed by LenderAgent, Lender Agent shall have no obligations under the applicable Borrower’s 's interest therein)).

Sale of Equipment. Notwithstanding the above provisions of this Section 6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable 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 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 any Property, will not impair the utility thereof and (except where the same would not have a Material 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, 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 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(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable Borrower), Borrowers Borrower may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of any the 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 any the Property, will not materially impair the utility thereof thereof, will not constitute a bulk transfer under applicable State bulk transfer laws and (except where the same would not have a Material Adverse Effect), will not result in a reduction or abatement of, or right of offset against, the rentals or other amounts payable under any material 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 Borrowers Borrower (in which event, Lender shall be made a collateral assignee of the applicable Borrower’s interest in such lease to the extent permitted pursuant to the terms of 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 Section 6.1(h)(i) hereof, the above provisions of this Section 6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable Borrower, Borrowers Borrower may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of any 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 any the Mortgaged Property, will not impair the utility thereof and (except where the same would not have a Material 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 any 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 Borrowers the Borrower (in which event, Lender the Agent shall be made a collateral assignee of the applicable Borrower’s interest in such lease (but, unless expressly subsequently assumed by Lenderthe Agent, Lender the Agent shall have no obligations under the applicable Borrower’s interest therein)).

Sale of Equipment. Notwithstanding the above provisions of this Section 6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable Borrower), Borrowers 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 any the Mortgaged 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 any the Mortgaged Property, will not materially impair the utility thereof and (except where the same would not have a Material 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, 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 Borrowers Borrower (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(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable BorrowerProperty Owner, Borrowers may permit First Mezzanine Borrower to 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 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 any Property, will not impair the utility thereof and (except where the same would not have a Material 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, provided that any new Equipment acquired by any Borrower 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 Borrowers Property Owners (in which event, Senior 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)lease).

Sale of Equipment. Notwithstanding the above provisions of this Section 6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable BorrowerIssuer, Borrowers Issuers may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of 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 any Property, will not impair the utility thereof and (except where the same would not have a Material 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, provided that any new Equipment acquired by any Borrower 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 Borrowers Issuers (in which event, Lender Note Trustee shall be made a collateral assignee of the applicable Borrower’s Issuer's interest in such lease (but, unless expressly subsequently assumed by LenderNote Trustee, Lender Note Trustee shall have no obligations under the applicable Borrower’s Issuer's interest therein)).

Sale of Equipment. Notwithstanding the above provisions of this Section 6.1(i) 5.20 and to the extent permitted to be carried out by the Property Managers Manager without the consent of the applicable BorrowerObligor, Borrowers Obligor may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of any the 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 any the Property, will not impair the utility thereof and (except where the same would not have a Material 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 the Operating Agreement, in either case as a result thereof, provided that any new Equipment acquired by any 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 Borrowers Obligor (in which event, Lender Lenders shall be made a collateral assignee of the applicable BorrowerObligor’s interest in such lease (but, unless expressly subsequently assumed by LenderLenders, Lender Lenders shall have no obligations under the applicable BorrowerObligor’s interest therein)).

Sale of Equipment. Notwithstanding the above provisions of this Section 6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable BorrowerProperty Owner, 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 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 any Property, will not impair the utility thereof and (except where the same would not have a Material 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, provided that any new Equipment acquired by any Borrower 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 Borrowers Property Owners (in which event, Senior 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)lease).

Sale of Equipment. Notwithstanding the above provisions of ----------------- this Section 6.1(i) and to the extent permitted to be carried out by the Property Managers without the consent of the applicable Borrower6.1(j), Borrowers Borrower may transfer or dispose of Equipment that is either being replaced or that is no longer necessary in connection with the operation of any the Mortgaged 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 any the Mortgaged Property, will not materially impair the utility thereof and (except where the same would will not have a violate any Material Adverse Effect)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 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 Borrowers Borrower (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)).