Common use of Approval Rights Regarding Bankruptcy Proceeding Clause in Contracts

Approval Rights Regarding Bankruptcy Proceeding. Upon the occurrence and during the continuance of any Bankruptcy Filing, all rights of Borrower to exercise its voting interests in First Mortgage Borrower shall automatically terminate and cease to exist and all such rights shall thereupon be automatically vested in Lender who shall thereupon have the sole and exclusive right to exercise such Voting Interests. Without limiting the foregoing, in the event of a Bad Faith Filing or any other voluntary or involuntary bankruptcy filing or any other insolvency proceeding of any kind under local, state, federal or other insolvency laws involving First Mortgage Borrower and Borrower, or both of them, or any of their properties (collectively the “Bankruptcy Filings”) Borrower acknowledges and agrees to recognize the rights and powers granted to Lender in this Section 9.7 and agrees not to oppose or object on any basis whatsoever to the exercise by Lender of such rights in connection with the Bankruptcy Filings. Further, upon the commencement of one or more Bankruptcy Filings, Borrower covenants and agrees: (i) not to propose, approve, vote for, or acquiesce in a plan of reorganization concerning First Mortgage Borrower or Borrower, or both of them, without the consent of Lender; (ii) not to challenge or object on any basis whatsoever to the standing of Lender to be recognized as a creditor and/or party-in-interest in the Bankruptcy Filings; and (iii) not to violate or breach any of the covenants or agreements contained in any of the Loan Documents.

Approval Rights Regarding Bankruptcy Proceeding. Upon the occurrence and during the continuance of any Bankruptcy Filing, all rights of Borrower to exercise its voting interests in First Mortgage Borrower and Senior Mezzanine Borrower shall automatically terminate and cease to exist and all such rights shall thereupon be automatically vested in Lender who shall thereupon have the sole and exclusive right to exercise such Voting Interests. Without limiting the foregoing, in the event of a Bad Faith Filing or any other voluntary or involuntary bankruptcy filing or any other insolvency proceeding of any kind under local, state, federal or other insolvency laws involving First Mortgage Borrower, Senior Mezzanine Borrower and Borrower, or both any of them, or any of their properties (collectively the “Bankruptcy Filings”) Borrower acknowledges and agrees to recognize the rights and powers granted to Lender in this Section 9.7 and agrees not to oppose or object on any basis whatsoever to the exercise by Lender of such rights in connection with the Bankruptcy Filings. Further, upon the commencement of one or more Bankruptcy Filings, Borrower covenants and agrees: (i) not to propose, approve, vote for, or acquiesce in a plan of reorganization concerning First Mortgage Borrower, Senior Mezzanine Borrower or Borrower, or both any of them, without the consent of Lender; (ii) not to challenge or object on any basis whatsoever to the standing of Lender to be recognized as a creditor and/or party-in-interest in the Bankruptcy Filings; and (iii) not to violate or breach any of the covenants or agreements contained in any of the Loan Documents.

Approval Rights Regarding Bankruptcy Proceeding. Upon the occurrence and during the continuance of any Bankruptcy FilingEvent of Default, all rights of Borrower the Borrower, the Managing Member, Guarantor and the other Additional Pledgors to exercise its voting interests their Voting Interests in First Mortgage Borrower the Property Owner, the Borrower, the Managing Member or the other Additional Pledgors, as the case may be, shall automatically terminate and cease to exist and all such rights shall thereupon be automatically vested in Lender the Agent who shall thereupon have the sole and exclusive right to exercise such Voting Interests. Without limiting the foregoing, in the event of a Bad Faith Filing or any other voluntary or involuntary bankruptcy filing or any other insolvency proceeding of any kind under local, state, federal or other insolvency laws involving First Mortgage Borrower and the Property Owner, the Borrower, the Managing Member, the other Additional Pledgors or both the Guarantor, or all of them, or any of their properties (collectively the “"Bankruptcy Filings”") Borrower acknowledges the Borrower, the other Additional Pledgors, and agrees the Guarantor each acknowledge and agree to recognize the rights and powers granted to Lender the Agent in this Section 9.7 11.7 and agrees agree not to oppose or object on any basis whatsoever to the exercise by Lender the Agent of such rights in connection with the Bankruptcy Filings. Further, upon the commencement of one or more Bankruptcy Filings, Borrower covenants the Borrower, the other Additional Pledgors and agreesthe Guarantor, jointly and severally, covenant and agree: (i) not to propose, approve, vote for, or acquiesce in a plan of reorganization concerning First Mortgage Borrower or the Property Owner, the Borrower, the Managing Member, the other Additional Pledgors or both the Guarantors, or all of them, without the consent of LenderAgent; (ii) not to challenge or object on any basis whatsoever to the standing of Lender Agent to be recognized as a creditor and/or party-in-interest in the Bankruptcy Filings; and (iii) not to violate or breach any of the covenants or agreements contained in any of the Loan Documents.

Approval Rights Regarding Bankruptcy Proceeding. Upon the occurrence and during the continuance of any Bankruptcy FilingEvent of Default, all rights of the Borrower and the Guarantor to exercise its voting interests their Voting Interests in First Mortgage Borrower the Property Owner, as the case may be, shall automatically terminate and cease to exist and all such rights shall thereupon be automatically vested in Lender the Agent who shall thereupon have the sole and exclusive right to exercise such Voting Interests. Without limiting the foregoing, in the event of a Bad Faith Filing or any other voluntary or involuntary bankruptcy filing or any other insolvency proceeding of any kind under local, state, federal or other insolvency laws involving First Mortgage Borrower and the Property Owner, WASH, WASH Manager, Xxxxx Avenue Holdings, the Borrower, the Guarantor, or both all of them, or any of their properties (collectively the “"Bankruptcy Filings”) Borrower acknowledges "), the Borrower, WASH Manager, Xxxxx Avenue Holdings and agrees the Guarantor each acknowledge and agree to recognize the rights and powers granted to Lender the Agent in this Section 9.7 32(g) and agrees agree not to oppose or object on any basis whatsoever to the exercise by Lender the Agent of such rights in connection with the Bankruptcy Filings. Further, upon the commencement of one or more Bankruptcy Filings, Borrower covenants the Borrower, WASH Manager, Xxxxx Avenue Holdings and agreesthe undersigned Guarantor, jointly and severally, covenant and agree: (i1) not to propose, approve, vote for, or acquiesce in a plan of reorganization concerning First Mortgage Borrower or the Property Owner, WASH, WASH Manager, Xxxxx Avenue Holdings, the Borrower, the Guarantor, or both all of them, as it directly or indirectly relates to the Property Owner, WASH, WASH Manager, Xxxxx Avenue Holdings, the Collateral, the Mortgaged Property, the Mezzanine Property or the Mezzanine Collateral without the consent of LenderAgent; (ii2) not to challenge or object on any basis whatsoever to the standing of Lender Agent to be recognized as a creditor and/or party-in-interest in the Bankruptcy Filings; and (iii3) not to violate or breach any of the covenants or agreements contained in this Agreement and any of the Loan Documents.

Approval Rights Regarding Bankruptcy Proceeding. Upon the occurrence and during the continuance of any Bankruptcy FilingEvent of Default, all rights of Borrower the Borrower, the Guarantor, the Member and the Manager to exercise its voting interests their Voting Interests in First Mortgage Borrower the Property Owner, the Manager, or the Member, as the case may be, shall automatically terminate and cease to exist and all such rights shall thereupon be automatically vested in Lender the Agent who shall thereupon have the sole and exclusive right to exercise such Voting Interests. Without limiting the foregoing, in the event of a Bad Faith Filing or any other voluntary or involuntary bankruptcy filing or any other insolvency proceeding of any kind under local, state, federal or other insolvency laws involving First Mortgage Borrower and the Property Owner, the Borrower, the Guarantor, the Member or both the Manager, or all of them, or any of their properties (collectively the “"Bankruptcy Filings”) Borrower acknowledges "), the Borrower, the undersigned Guarantor, the Member and agrees the Manager, each acknowledge and agree to recognize the rights and powers granted to Lender the Agent in this Section 9.7 32(g) and agrees agree not to oppose or object on any basis whatsoever to the exercise by Lender the Agent of such rights in connection with the Bankruptcy Filings. Further, upon the commencement of one or more Bankruptcy Filings, Borrower covenants the Borrower, the undersigned Guarantor, the Member and agreesthe Manager, jointly and severally, covenant and agree: (i1) not to propose, approve, vote for, or acquiesce in a plan of reorganization concerning First Mortgage Borrower or the Property Owner, the Borrower, the Guarantor, the Member, the Manager, or both all of them, as it directly or indirectly relates to the Property Owner, the Manager, the Member, the Mezzanine Property or the Mezzanine Collateral, without the consent of LenderAgent; (ii2) not to challenge or object on any basis whatsoever to the standing of Lender Agent to be recognized as a creditor and/or party-in-interest in the Bankruptcy Filings; and (iii3) not to violate or breach any of the covenants or agreements contained in this Agreement and any of the Loan Documents.