Common use of Acquisition of the Senior Loan Clause in Contracts

Acquisition of the Senior Loan. Borrower shall not and shall cause each Loan Party and their Subsidiaries or Affiliates to not acquire or agree to acquire any Senior Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the holder of any Senior Loan, via purchase, transfer, exchange or otherwise, and any breach or attempted breach of this provision shall constitute an immediate Event of Default hereunder. If, solely by operation of applicable subrogation law any such Person shall have failed to comply with the foregoing, then Borrower (i) shall immediately notify Lender of such failure, (ii) shall cause any and all such Persons acquiring any interest in the Senior Loan Documents (A) not to enforce such Senior Loan Documents, and (B) upon the request of Lender, to the extent any of such Persons has or have the power or authority to do so, to promptly (1) cancel such Senior Note, (2) reconvey and release any Senior Lien and any other collateral under such Senior Loan Documents, and (3) discontinue and terminate any enforcement proceeding(s) under such Senior Loan Documents. Borrower hereby expressly covenants and agrees that, in the event that Lender acquires the Senior Loan at any time when an Event of Default shall have occurred, then, at Lender’s option, exercised in Lender’s sole and absolute discretion, Lender may elect (x) to declare that such Senior Loan is in default (which default shall not be subject to any grace, notice or cure periods), and (y) to accelerate such Senior Loan indebtedness.

Acquisition of the Senior Loan. Borrower shall not and shall cause each Loan Party and their Subsidiaries or Affiliates Borrower Group Member to not acquire or agree to acquire any Senior Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the holder of any Senior Loan, via purchase, transfer, exchange or otherwise, and any breach or attempted breach of this provision shall constitute an immediate Event of Default hereunder. If, solely by operation of applicable subrogation law any such Person shall have failed to comply with the foregoing, then Borrower (i) shall immediately notify Lender of such failure, (ii) shall cause any and all such Persons acquiring any interest in the Senior Loan Documents (A) not to enforce such Senior Loan Documents, and (B) upon the request of Lender, to the extent any of such Persons has or have the power or authority to do so, to promptly (1) cancel such Senior Note, (2) reconvey and release any Senior Lien and any other collateral under such Senior Loan Documents, and (3) discontinue and terminate any enforcement proceeding(s) under such Senior Loan Documents. Borrower hereby expressly covenants and agrees that, in the event that Lender acquires the Senior Loan at any time when an Event of Default shall have occurred, then, at Lender’s 's option, exercised in Lender’s 's sole and absolute discretion, Lender may elect (x) to declare that such Senior Loan is in default (which default shall not be subject to any grace, notice or cure periods), and (y) to accelerate such Senior Loan indebtedness..............................................................75 10.5 Deed-in-Lieu. Except as set forth on Schedule 10.5, Borrower shall not, nor shall it permit any Senior Loan Party to, enter into any deed-in-lieu or consensual foreclosure with or for the benefit of any Senior Lender or any of its Affiliates. Without the express prior written consent of Lender, Borrower shall not, nor shall it permit any Senior Loan Party to, enter into any consensual sale or other transaction in connection with any Senior Loan which could diminish, modify, terminate or otherwise adversely affect the interests of Lender or such Senior Loan Party in the Collateral or any portion thereof or any interest therein or of such Senior Loan Party in any Expanded Property or any portion thereof or any interest therein. No foreclosure or deed-in-lieu transaction shall be permitted with respect to the Expanded Properties indicated on Schedule 10.5 unless Borrower demonstrates to Lender's satisfaction that the Senior Loan and other obligations owed or to become due and owing under the related Senior Loan Documents are not (or are no longer) recourse obligations of either Holdings or Borrower or to any of their respective assets, or to any other property not set forth in Schedule 10.5, either..........................76 10.5 directly or by virtue of any general partnership or other relationship or affiliation with any Person or otherwise (the foregoing conditions to a foreclosure or deed-in-lieu thereof are herein referred to as the "Section 10.5 Conditions"). Under no circumstance shall Borrower suffer or permit any bankruptcy filing by or against any Borrower Group Member in connection with any proposed relinquishment of an Expanded Property pursuant to this Section 10.5.............................................................76 10.6

Acquisition of the Senior Loan. Borrower shall not and shall cause each Loan Party and their Subsidiaries or Affiliates to not acquire or agree to acquire any the Senior Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the holder of any the Senior Loan, via purchase, transfer, exchange or otherwise, and any breach or attempted breach of this provision shall constitute an immediate Event of Default hereunder. If, solely by operation of applicable subrogation law any such Person shall have failed to comply with the foregoing, then Borrower (i) shall immediately notify Lender of such failure, (ii) shall cause any and all such Persons acquiring any interest in the Senior Loan Documents (A) not to enforce such Senior Loan Documents, and (B) upon the request of Lender, to the extent any of such Persons has or have the power or authority to do so, to promptly (1) cancel such Senior Note, (2) reconvey and release any Senior Lien and any other collateral under such Senior Loan Documents, and (3) discontinue and terminate any enforcement proceeding(s) under such Senior Loan Documents. Borrower hereby expressly covenants and agrees that, in the event that Lender acquires the Senior Loan at any time when an Event of Default shall have occurred, then, at Lender’s option, exercised in Lender’s sole and absolute discretion, Lender may elect (x) to declare that such Senior Loan is in default (which default shall not be subject to any grace, notice or cure periods), and (y) to accelerate such Senior Loan indebtedness.

Acquisition of the Senior Loan. Borrower shall not and shall cause each Loan Party and their Subsidiaries or Affiliates Borrower Group Member to not acquire or agree to acquire any Senior Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the holder of any Senior Loan, via purchase, transfer, exchange or otherwise, and any breach or attempted breach of this provision shall constitute an immediate Event of Default hereunder. If, solely by operation of applicable subrogation law any such Person shall have failed to comply with the foregoing, then Borrower (i) shall immediately notify Lender of such failure, (ii) shall cause any and all such Persons acquiring any interest in the Senior Loan Documents (A) not to enforce such Senior Loan Documents, and (B) upon the request of Lender, to the extent any of such Persons has or have the power or authority to do so, to promptly (1) cancel such Senior Note, (2) reconvey and release any Senior Lien and any other collateral under such Senior Loan Documents, and (3) discontinue and terminate any enforcement proceeding(s) under such Senior Loan Documents. Borrower hereby expressly covenants and agrees that, in the event that Lender acquires the Senior Loan at any time when an Event of Default shall have occurred, then, at Lender’s 's option, exercised in Lender’s 's sole and absolute discretion, Lender may elect (x) to declare that such Senior Loan is in default (which default shall not be subject to any grace, notice or cure periods), and (y) to accelerate such Senior Loan indebtedness.