DECLARATION OF DEFAULT. (a) Upon any violation of any provision of this Agreement by Master Xxxxxx, HUD may give written notice thereof to Master Tenant, with a copy to Borrower and Lender. Master Tenant shall have thirty (30) days to cure, or cause to be cured, any such violation, provided that HUD shall extend such thirty-day period by such time as HUD may reasonably determine is necessary to correct the violation for so long as, HUD determines, in its reasonable discretion, that: (i) Borrower is timely satisfying all payment obligations in the Loan Documents; (ii) there is no Material Risk of Termination; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Master Xxxxxx commences to correct such violation during such thirty (30) day period and thereafter diligently and continuously proceeds to correct such violation, or cause such corrective action to be commenced and diligently pursued. If upon the expiration of such cure period, which in all events shall be at least ninety (90) days unless the provisions of Subsection 5(b) below apply, the violation is not satisfied to HUD’s satisfaction, HUD may, without further notice, declare an Event of Default. Upon declaring an Event of Default, HUD may: [Both the existing LEAN Rider to Regulatory Agreement and the current form of Master Lease SNDA gives the Tenant 90 days to effect a cure.] 1. Terminate, or cause the termination of, the Master Lease, seek the appointment of a receiver for the Healthcare Facility, terminate any sublease between the Master Tenant and an operator relating to the Healthcare Facility, and/or require the Master Tenant to immediately procure a replacement operator (including an interim operator where appropriate). 2. Apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, or for such other relief as may be appropriate. (b) Intentionally Omitted. [ Proposed Paragraph 5(b) applies to the Operator and not the Master Tenant and should therefore be deleted.] (c) In the event that Master Xxxxxx receives a written notice from HUD or Lender (i) stating that a default exists under the Borrower Regulatory Agreement or any note or mortgage with respect to the Project that is insured or held by HUD, and (ii) directing Master Tenant to make future payments due under the Master Lease to HUD or Lender, Master Tenant will thereafter make all future payments under the Master Lease to HUD or Lender as so directed. (d) XXX agrees to honor the provisions of Sections 6 and 7 of that certain [Subordination Agreement/ Subordination, Non-Disturbance and Attornment Agreement] by and among the Lender and Master Tenant, among others, of even date herewith. [The Master Lease SNDA/Subordination Agreement, in Section 6 provides for extended cure rights and in Section 7 includes HUD’s consent, on the conditions set forth therein, to a “Master Lease Release”, yet HUD is not a signatory to the SNDA or the Subordination Agreement. Previously, HUD signed a “HUD Comfort Letter” to acknowledge it would abide by those provisions. It is better practice to include HUD’s agreement to those provisions here in the Master Tenant Regulatory Agreement.]
Appears in 1 contract
Samples: Regulatory Agreement – Master Tenant
DECLARATION OF DEFAULT. (a) Upon any anySubject to subparagraph (b) and (c) below, upon Master Xxxxxx’s actual knowledge, or receipt of HUD’s written notice, of a violation of any provision of this Agreement by Master XxxxxxTenant, Master Tenant shall have thirty (30) days to cure any such violation. (HUD may give written notice thereof to Master TenantXxxxxx, with a copy of the written notice of any violation by Master Xxxxxx of any provision hereunder to Borrower Xxxxxxxx and LenderXxxxxx. .) Notwithstanding the foregoing,2 Master Tenant shall have thirty (30) days to cure, or cause to be cured, any such violation, provided that HUD shall extend such thirty-thirty- (30) day period by such time as HUD may reasonably determine is necessary to correct the violation for so long as, HUD determines, in its reasonable discretion, that:
: (i) Borrower is timely satisfying all payment obligations in the Loan Documents; (ii) there none of the Permits or Approvals is no Material Risk at substantial and imminent risk of Terminationbeing terminated; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Master Xxxxxx commences to correct such violation during such thirty (30) day period and thereafter diligently and continuously proceeds to correct such violation, or cause causecauses such corrective action to be commenced and diligently pursued. If upon the expiration of such cure period, which in all events shall be at least ninety (90) days unless the provisions of Subsection 5(b) below apply, the violation is not satisfied to HUD’s satisfaction, HUD may, without further notice, declare an Event of DefaultDefault.a default3 under this Agreement. Upon declaring an Event of DefaultDefaulta default under this Agreement, HUD may: [Both the existing LEAN Rider to Regulatory Agreement and the current form of Master Lease SNDA gives the Tenant 90 days to effect a cure.]:
1. TerminateTerminateterminate, or cause the termination of, the Master Lease, seek the appointment of a receiver for the Healthcare Facility, terminate any sublease between the Master Tenant and an operator relating to the Healthcare Facility, and/or require the Master Tenant to immediately procure a replacement operator (including an interim operator where appropriate).); and/or
2. Apply Applyapply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, or for such other relief as may be appropriate.
(b) Intentionally Omitted. [ Proposed Paragraph 5(b) applies to the Operator and not the Master Tenant and should therefore be deleted.]
(c) In the event that Master Xxxxxx receives a written notice from HUD or Lender (i) stating that a default exists under the Borrower Regulatory Agreement or any note or mortgage with respect to the Project that is insured or held by HUD, and (ii) directing Master Tenant to make future payments due under the Master Lease to HUD or Lender, Master Tenant will thereafter make all future payments under the Master Lease to HUD or Lender as so directed.
(d) XXX agrees to honor the provisions of Sections 6 and 7 of that certain [Subordination Agreement/ Subordination, Non-Disturbance and Attornment Agreement] by and among the Lender and Master Tenant, among others, of even date herewith. [The Master Lease SNDA/Subordination Agreement, in Section 6 provides for extended cure rights and in Section 7 includes HUD’s consent, on the conditions set forth therein, to a “Master Lease Release”, yet HUD is not a signatory to the SNDA or the Subordination Agreement. Previously, HUD signed a “HUD Comfort Letter” to acknowledge it would abide by those provisions. It is better practice to include HUD’s agreement to those provisions here in the Master Tenant Regulatory Agreement.]
Appears in 1 contract
Samples: Regulatory Agreement – Master Tenant
DECLARATION OF DEFAULT. (a) Upon a. At any violation time during the existence of any provision of this Agreement by Master Xxxxxxa Violation, HUD or Lender may give written notice thereof to Master Tenant, with a copy of the Violation to Borrower ( the “Violation Notice”), by registered or certified mail or personal delivery, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written Notice to HUD and Lender, be designated by Borrower as its legal business address. Master Tenant Borrower shall have thirty (30) days to cure, or cause to be cured, cure any such violationViolation described in the Violation Notice, provided that HUD and Lender shall extend such thirty-thirty (30) day period by for a period not to exceed one hundred eighty (180) days or such time longer period as HUD and Lender may reasonably determine is necessary to correct the violation for Violation ( the “Moratorium Period”) so long as, HUD determinesand Lender determine, in its their reasonable discretion, that:
(i) Borrower is timely satisfying all payment obligations in the Loan DocumentsDocuments (the “Payment Contingency”); (ii) there is no Material Risk of Termination; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Master Xxxxxx Borrower commences to correct such violation violation, or cause such correction to be commenced, during such thirty (30) day period and thereafter diligently and continuously proceeds to correct such violationcorrect, or cause correction of, such corrective action to be commenced violation. If, after delivery of such Violation Notice and diligently pursued. If upon the expiration of such cure period, which in all events shall be at least ninety (90) days unless the provisions of Subsection 5(b) below applyMoratorium Period, the violation Violation is not satisfied corrected to the satisfaction of HUD’s satisfaction, HUD may, without further upon giving thirty (30) days written notice, declare an Event of Defaulta default under this Agreement (the “Cure Termination Notice”). Upon declaring an Event of Default, HUD may: [Both If at any time during the existing LEAN Rider to Regulatory Agreement and the current form of Master Lease SNDA gives the Tenant 90 days to effect a cure.]
1. TerminateMoratorium Period, or cause during the termination of, the Master Lease, seek the appointment of a receiver for the Healthcare Facility, terminate any sublease between the Master Tenant and an operator relating to the Healthcare Facility, and/or require the Master Tenant to immediately procure a replacement operator (including an interim operator where appropriate).
2. Apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, or for such other relief as may be appropriate.
(b) Intentionally Omitted. [ Proposed Paragraph 5(b) applies to the Operator and not the Master Tenant and should therefore be deleted.]
(c) In the event that Master Xxxxxx receives a written notice from HUD or Lender (i) stating that a default exists under the Borrower Regulatory Agreement or any note or mortgage with respect to the Project that is insured or held by HUD, and (ii) directing Master Tenant to make future payments due under the Master Lease to HUD or Lender, Master Tenant will thereafter make all future payments under the Master Lease to HUD or Lender as so directed.
(d) XXX agrees to honor the provisions of Sections 6 and 7 of that certain [Subordination Agreement/ Subordination, Non-Disturbance and Attornment Agreement] by and among the Lender and Master Tenant, among others, of even date herewith. [The Master Lease SNDA/Subordination Agreement, in Section 6 provides for extended cure rights and in Section 7 includes HUD’s consent, on the conditions set forth therein, to a “Master Lease Release”, yet HUD is not a signatory to the SNDA or the Subordination Agreement. Previously, HUD signed a “HUD Comfort Letter” to acknowledge it would abide by those provisions. It is better practice to include HUD’s agreement to those provisions here in the Master Tenant Regulatory Agreement.]thirty
Appears in 1 contract
Samples: Healthcare Regulatory Agreement
DECLARATION OF DEFAULT. (a) Upon At any violation time during the existence of any provision of this Agreement by Master Xxxxxxa Violation, HUD may give written notice thereof of the Violation to Master TenantBorrower, with a copy by registered or certified mail, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written Notice to HUD, be designated by Borrower and Lenderas its legal business address. Master Tenant Borrower shall have thirty (30) days to cure, or cause to be cured, cure any such violationViolation, provided that HUD shall extend such thirty-day period by such time as HUD may reasonably determine is necessary to correct the violation Violation for so long as, HUD determines, in its reasonable discretion, that:
: (i) Borrower is timely satisfying all payment obligations in the Loan Documents; (ii) there none of the Permits or Approvals is no Material Risk at substantial and imminent risk of Terminationbeing terminated; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Master Xxxxxx Borrower commences to correct such violation violation, or cause such correction to be commenced, during such thirty (30) day period and thereafter diligently and continuously proceeds to correct such violationcorrect, or cause correction of, such corrective action to be commenced violation. If, after such Notice and diligently pursued. If upon the expiration of such applicable cure period, which the Violation is not corrected to the satisfaction of HUD, HUD may declare a default under this Agreement without further Notice. Alternatively, if necessary in all events shall be HUD’s determination to protect the health and safety of the tenants or the financial or operational viability of the licensed facility, HUD may declare a default at least ninety (90) days unless any time during the existence of a Violation without providing prior written notice of the Violation. Notwithstanding any other provisions of Subsection 5(b) below applythis agreement, if HUD determines at any time that any of the violation is not satisfied to Permits and Approvals are at substantial and imminent risk of being terminated, suspended or otherwise restricted, including without limitation, HUD’s satisfactiondetermination that there is a substantial risk that deficiencies identified by applicable State and/or Federal regulatory and/or funding agencies cannot be cured in such manner and within such time periods as would avoid the loss, suspension, or diminution of any Permits and Approvals, or if HUD maydetermines at any time that the value of the Mortgaged Property is at substantial and imminent risk of material adverse diminution, then HUD may immediately (without further thirty days notice, declare an Event ) Declare a Default of Defaultthis Agreement and may immediately proceed to take actions to pursue its remedies. Upon declaring an Event any Declaration of Default, Default HUD may: [Both If HUD holds the existing LEAN Rider Note, declare the whole of said Indebtedness immediately due and payable and then proceed with the foreclosure of the Borrower’s Security Instrument or otherwise dispose of HUD’s interest in the Note and Security Instrument pursuant to Regulatory Program Obligations; If said Note is not held by HUD, notify the holder of the Note of such default and require the holder to declare a default under the Note and Borrower’s Security Instrument, and the holder after receiving such Notice and demand, shall declare the whole Indebtedness due and payable and thereupon proceed with foreclosure of the Borrower’s Security Instrument or assignment of the Note and Borrower’s Security Instrument to HUD as provided in Program Obligations. Upon assignment of the Note and Xxxxxxxx’s Security Instrument to HUD, HUD may then proceed with the foreclosure of the Borrower’s Security Instrument or otherwise dispose of HUD’s interest in the Note and Security Instrument pursuant to Program Obligations; Collect all Rents and charges in connection with the Project or the operation of the Healthcare Facility and use such collections to pay Borrower’s obligations under this Agreement and under the current form Note and Loan Documents and the necessary expenses of Master Lease SNDA gives preserving and operating the Tenant 90 days Project; Take possession of the Mortgaged Property, bring any action necessary to effect a cure.]
1. Terminateenforce any rights of Borrower growing out of the Mortgaged Property’s operation, or cause and maintain the termination ofMortgaged Property in decent, the Master Leasesafe, seek the appointment of a receiver for the Healthcare Facility, terminate any sublease between the Master Tenant sanitary condition and an operator relating to the Healthcare Facility, and/or require the Master Tenant to immediately procure a replacement operator (including an interim operator where appropriate).
2. good repair; Apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation Violations of this Agreement, for the appointment of a receiver to take over and operate the Project in accordance with this terms of the Agreement, or for such other relief as may be appropriate.
(b) Intentionally Omitted. [ Proposed Paragraph 5(b) applies , as the injury to the Operator and not the Master Tenant and should therefore be deleted.]
(c) In the event that Master Xxxxxx receives a written notice HUD arising from HUD or Lender (i) stating that a default exists under any of the Borrower Regulatory terms of this Agreement would be irreparable and the amount of damage would be difficult to ascertain; and, Collect reasonable attorney fees related to enforcing Borrower’s compliance with this Agreement. Any forbearance by HUD in exercising any right or remedy under this Agreement or otherwise afforded by applicable law shall not be a waiver of or preclude the exercise of any note right or mortgage with respect to the Project that is insured or held by HUD, and (ii) directing Master Tenant to make future payments due under the Master Lease to HUD or Lender, Master Tenant will thereafter make all future payments under the Master Lease to HUD or Lender as so directedremedy.
(d) XXX agrees to honor the provisions of Sections 6 and 7 of that certain [Subordination Agreement/ Subordination, Non-Disturbance and Attornment Agreement] by and among the Lender and Master Tenant, among others, of even date herewith. [The Master Lease SNDA/Subordination Agreement, in Section 6 provides for extended cure rights and in Section 7 includes HUD’s consent, on the conditions set forth therein, to a “Master Lease Release”, yet HUD is not a signatory to the SNDA or the Subordination Agreement. Previously, HUD signed a “HUD Comfort Letter” to acknowledge it would abide by those provisions. It is better practice to include HUD’s agreement to those provisions here in the Master Tenant Regulatory Agreement.]
Appears in 1 contract
Samples: Healthcare Regulatory Agreement
DECLARATION OF DEFAULT. (a) Upon any violation of any provision of this Agreement by Master Xxxxxx, HUD may give written notice thereof to Master Tenant, with a copy to Borrower and Lender. Master Tenant shall have thirty (30) days to cure, or cause to be cured, any such violation, provided that HUD shall extend such thirty-day period by such time as HUD may reasonably determine is necessary to correct the violation for so long as, HUD determines, in its reasonable discretion, that:
(i) Borrower is timely satisfying all payment obligations in the Loan Documents; (ii) there none of the Permits or Approvals is at substantial and imminent risk of being terminatedthere is no Material Risk of Termination; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Master Xxxxxx Tenant commences to correct such violation during such thirty (30) day period and thereafter diligently and continuously proceeds to correct such violation, or cause such corrective action to be commenced and diligently pursued. If upon the expiration of such cure period, which in all events shall be at least ninety (90) days unless the provisions of Subsection 5(b) below apply, the violation is not satisfied to HUD’s satisfaction, HUD may, without further notice, declare an Event of Default. Upon declaring an Event of Default, HUD may: [Both the existing LEAN Rider to Regulatory Agreement and the current form of Master Lease SNDA Xxxxx XXXX gives the Tenant 90 days to effect a cure.]
1. Terminate, or cause the termination of, the Master Lease, seek the appointment of a receiver for the Healthcare Facility, terminate any sublease between the Master Tenant and an operator relating to the Healthcare Facility, and/or require the Master Tenant to immediately procure a replacement operator (including an interim operator where appropriate).
2. Apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, or for such other relief as may be appropriate. [The last paragraph of Proposed Subparagraph 5(a) will not be well received by the Industry. Any time subjective determination by a Lender (or HUD) can lead to an Operator’s loss of his Facility, Operators/Master Xxxxxx will refuse to sign the Regulatory Agreement. Furthermore, what if a diminution in value is the result of industry-wide circumstances? Does that entitle HUD to default the Loan, or terminate the Operator?] Notwithstanding any other provisions of this agreement, If HUD determines at any time that any of the Permits and Approvals are at substantial and imminent risk of being terminated, suspended or otherwise restricted, including without limitation, HUD’s determination that Master Tenant cannot cure, or cause to be cured, deficiencies identified by applicable State and/or Federal regulatory and/or funding agencies in such manner and within such time periods as would avoid the loss, suspension, or diminution of any Permits and Approvals, or if HUD determines at any time that the health and safety of the residents of the Healthcare Facility are at substantial and imminent risk, then HUD may immediately (without thirty days notice) declare an Event of Default of this Agreement and may immediately proceed to take actions pursuant to subsections (a)(1) and/or (a)(2) above.
(b) Master Tenant acknowledges that the viable operation of the Healthcare Facility, and thus the preservation of the security for the Mortgage, depends upon timely satisfaction of debts incurred related to the operation of the Healthcare Facility. In addition to fully complying with any payment obligations in the Master Lease, Master Tenant shall timely pay all debts incurred related to the operation of the Healthcare Facility. Intentionally Omitted. [ Proposed Paragraph 5(b) applies to the Operator and not the Master Tenant and should therefore be deleted.]
(c) In the event that Master Xxxxxx receives a written notice from HUD or Lender (i) stating that a default exists under the Borrower Regulatory Agreement or any note or mortgage with respect to the Project that is insured or held by HUD, and (ii) directing Master Tenant to make future payments due under the Master Lease to HUD or Lender, Master Tenant will thereafter make all future payments under the Master Lease to HUD or Lender as so directed.to
(d) XXX agrees to honor the provisions of Sections 6 and 7 of that certain [Subordination Agreement/ Subordination, Non-Disturbance and Attornment Agreement] by and among the Lender and Master Tenant, among others, of even date herewith. [The Master Lease SNDA/Subordination Agreement, in Section 6 provides for extended cure rights and in Section 7 includes HUD’s consent, on the conditions set forth therein, to a “Master Lease Release”, yet HUD is not a signatory to the SNDA or the Subordination Agreement. Previously, HUD signed a “HUD Comfort Letter” to acknowledge it would abide by those provisions. It is better practice to include HUD’s agreement to those provisions here in the Master Tenant Regulatory Agreement.]
Appears in 1 contract
Samples: Regulatory Agreement – Master Tenant
DECLARATION OF DEFAULT. (a) Upon Subject to subsection (b) below, upon any violation of any provision of this Agreement by Master XxxxxxTenant, HUD may give written notice thereof to Master Tenant, with a copy to Borrower and Lender. Master Tenant shall have thirty (30) days following receipt of such notice in which to cure, or cause to be cured, any such violation, provided that HUD shall extend such thirty-day period by such time as HUD may reasonably determine is necessary to correct the violation for so long as, HUD determines, in its reasonable discretion, that:
: (i) Borrower is timely satisfying all payment obligations in the Loan Documents; (ii) there none of the Permits or Approvals is no Material Risk at substantial and imminent risk of Terminationbeing terminated; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Borrower, Master Xxxxxx Tenant, or Operator commences to correct such violation during such thirty (30) day period and thereafter diligently and continuously proceeds to correct such violation, or cause such corrective action to be commenced and diligently pursued. If upon the expiration of such cure period, which in all events shall be at least ninety (90) days unless the provisions of Subsection 5(b) below apply, the violation is not satisfied to HUD’s satisfaction, HUD may, without further notice, declare an Event of Default. Upon declaring an Event of Default, HUD may: [Both the existing LEAN Rider to Regulatory Agreement and the current form of Master Lease SNDA gives the Tenant 90 days to effect a cure.]:
1. Terminate, or cause the termination of, the Master Lease, seek the appointment of a receiver for the Healthcare Facility, terminate terminate, or cause the termination of, any sublease between the Master Tenant and an operator relating to the Healthcare Facility, and/or require the Master Tenant to immediately procure a replacement operator (including an interim operator where appropriate).
2. Apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, or for such other relief as may be appropriate.
(b) Intentionally Omitted. [ Proposed Paragraph 5(b) applies to Notwithstanding any other provisions of this Agreement, If HUD determines at any time that any of the Operator Permits and Approvals are at substantial and imminent risk of being terminated, suspended or otherwise restricted in a way that the Project cannot be operated for the Approved Use and that such termination, suspension or restriction would have a material adverse effect on the value of the Mortgaged Property, including, without limitation, HUD’s determination that Master Tenant cannot cure, or cause to be cured, deficiencies identified by applicable State and/or Federal regulatory and/or funding agencies in such manner and should therefore be deletedwithin such time periods as would avoid such termination, suspension or restriction, then HUD may immediately (without thirty (30) days notice) declare an Event of Default of this Agreement and may immediately proceed to take actions pursuant to subsections (a)(1) and/or (a)(2) above.]
(c) Master Tenant acknowledges that the viable operation of the Healthcare Facility, and thus the preservation of the security for the Security Instrument, depends upon timely satisfaction of debts incurred related to the operation of the Healthcare Facility. In addition to fully complying with any payment obligations in the Master Lease, Master Tenant shall timely pay all debts incurred by it related to the operation of the Healthcare Facility.
(d) In the event that Master Xxxxxx receives a written notice from HUD or Lender Lender
(i) stating that a default exists under the Borrower Borrower’s Regulatory Agreement or any note or mortgage security instrument with respect to the Project that is insured or held by HUD, and (ii) directing Master Tenant to make future payments due under the Master Lease to HUD or Lender, Master Tenant will thereafter make all future payments under the Master Lease to HUD or Lender as so directed.
(d) XXX agrees to honor the provisions of Sections 6 and 7 of that certain [Subordination Agreement/ Subordination, Non-Disturbance and Attornment Agreement] by and among the Lender and Master Tenant, among others, of even date herewith. [The Master Lease SNDA/Subordination Agreement, in Section 6 provides for extended cure rights and in Section 7 includes HUD’s consent, on the conditions set forth therein, to a “Master Lease Release”, yet HUD is not a signatory to the SNDA or the Subordination Agreement. Previously, HUD signed a “HUD Comfort Letter” to acknowledge it would abide by those provisions. It is better practice to include HUD’s agreement to those provisions here in the Master Tenant Regulatory Agreement.]
Appears in 1 contract
Samples: Healthcare Regulatory Agreement
DECLARATION OF DEFAULT. (a) Upon a. At any violation time during the existence of any provision of this Agreement by Master Xxxxxxa Violation, HUD or Lender may give written notice thereof to Master Tenant, with a copy of the Violation to Borrower ( the “Violation Notice”), by registered or certified mail or personal delivery, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written Notice to HUD and Lender, be designated by Borrower as its legal business address. Master Tenant Borrower shall have thirty (30) days to cure, or cause to be cured, cure any such violationViolation described in the Violation Notice, provided that HUD and Lender shall extend such thirty-thirty- (30) day period by such time timefor a period not to exceed one hundred eighty (180) days or such longer period as HUD may reasonably determine is necessary to correct the violation for so long as, HUD determines, in its reasonable discretion, that:and Lender
(i) Borrower is timely satisfying all payment obligations in the Loan DocumentsDocuments (the “Payment Contingency”); (ii) there none of the Permits or Approvals is at substantial and imminent risk of being terminatedthere is no Material Risk of Termination; (iii) such violation cannot reasonably be corrected during such thirty (30) day period, but can reasonably be corrected in a timely manner, and (iv) Master Xxxxxx Borrower commences to correct such violation violation, or cause such correction to be commenced, during such thirty (30) day period and thereafter diligently and continuously proceeds to correct such violationcorrect, or cause correction of, such corrective action to be commenced and diligently pursuedviolation. If upon the expiration If, after delivery of such Violation Notice and applicable cure period, which in all events shall be at least ninety (90) days unless periodexpiration of the provisions of Subsection 5(b) below applyMoratorium Period, the violation Violation is not satisfied corrected to the satisfaction of HUD’s satisfaction, HUD may, without further upon giving thirty (30) days written notice, declare an Event a default under this Agreement without further Notice. Alternatively, if necessary in HUD’s determination to protect the health and safety of Defaultthe tenants or the financial or operational viability of the licensed facility, HUD may declare a default at any time during the existence of a Violation without providing prior written notice of the Violation. (the “Cure Termination Notice”). If at any time during the Moratorium Period, or during the thirty (30) day period following the giving of the Cure Termination Notice, HUD or the Lender determine the Payment Contingency is not satisfied or there is a Material Risk of Termination, HUD or the Lender may exercise their respective rights and remedies under the Loan Documents, including but not limited to installing a manager or management consultant at the Project, and/or causing a receiver to be appointed for the Project.
b. Notwithstanding any other provisions of this agreement, if HUD determines at any time that any of the Permits and Approvals are at substantial and imminent risk of being terminated, suspended or otherwise restricted, including without limitation, HUD’s determination that there is a substantial risk that deficiencies identified by applicable State and/or Federal regulatory and/or funding agencies cannot be cured in such manner and within such time periods as would avoid the loss, suspension, or diminution of any Permits and Approvals, or if HUD determines at any time that the value of the Mortgaged Property is at substantial and imminent risk of material adverse diminution, then HUD may immediately (without thirty days notice) Declare a Default of this Agreement and may immediately proceed to take actions to pursue its remedies.
c. Upon any Declaration of Default HUD may:
(i) If HUD holds the Note, declare the whole of said Indebtedness immediately due and payable and then proceed with the foreclosure of the Borrower’s Security Instrument or otherwise dispose of HUD’s interest in the Note and Security Instrument pursuant to Program Obligations;
(ii) If said Note is not held by HUD, notify the holder of the Note of such default and require the holder to declare a default under the Note and Borrower’s Security Instrument, and the holder after receiving such Notice and demand, shall declare the whole Indebtedness due and payable and thereupon proceed with foreclosure of the Borrower’s Security Instrument or assignment ofand the exercise of other remedies available to Lender under the Loan Documents or at law or equity, or at lender’s option, the Lender may assign the Note and Xxxxxxxx’s Security Instrument to HUD as provided in Program Obligations. Upon declaring an Event Xxxxxx’s assignment of Defaultthe Note and Xxxxxxxx’s Security Instrument to HUD, HUD may: [Both may then proceed with the existing LEAN Rider foreclosure of the Borrower’s Security Instrument or otherwise dispose of HUD’s interest in the Note and Security Instrument pursuant to Regulatory Agreement Program Obligations;[ The Lender is not a party to this document so Lender is not bound hereunder absent some other 2-party agreement between HUD and Lender. It is in HUD’s best interests that Lender exercise such remedies as are available to it to preserve the current form of Master Lease SNDA gives Project as a going concern and avoid assigning the Tenant 90 days Note and Security Instrument to effect a cureHUD.]
1. Terminate, (iii) Collect all Rents and charges in connection with the Project or cause the termination of, the Master Lease, seek the appointment operation of a receiver for the Healthcare FacilityFacility and use such collections to pay Borrower’s obligations under this Agreement and under the Note and Loan Documents and the necessary expenses of preserving and operating the Project;
(iv) Take possession of the Mortgaged Property, terminate bring any sublease between action necessary to enforce any rights of Borrower growing out of the Master Tenant Mortgaged Property’s operation, and an operator relating to maintain the Healthcare FacilityMortgaged Property in decent, and/or require the Master Tenant to immediately procure a replacement operator safe, sanitary condition and good repair;
(including an interim operator where appropriate).
2. v) Apply to any court, state or federal, for specific performance of this Agreement, for an injunction against any violation Violations of this Agreement, for the appointment of a receiver to take over and operate the Project in accordance with this terms of the Agreement, or for such other relief as may be appropriate., as the injury to HUD arising from a default under any of the terms of this Agreement would be irreparable and the amount of damage would be difficult to ascertain; and,
(bvi) Intentionally Omitted. [ Proposed Paragraph 5(b) applies Collect reasonable attorney fees related to the Operator and not the Master Tenant and should therefore be deleted.]
(c) In the event that Master Xxxxxx receives a written notice from HUD or Lender (i) stating that a default exists under the Borrower Regulatory Agreement or any note or mortgage enforcing Borrower’s compliance with respect to the Project that is insured or held by HUD, and (ii) directing Master Tenant to make future payments due under the Master Lease to HUD or Lender, Master Tenant will thereafter make all future payments under the Master Lease to HUD or Lender as so directed.
(d) XXX agrees to honor the provisions of Sections 6 and 7 of that certain [Subordination Agreement/ Subordination, Non-Disturbance and Attornment Agreement] by and among the Lender and Master Tenant, among others, of even date herewith. [The Master Lease SNDA/Subordination Agreement, in Section 6 provides for extended cure rights and in Section 7 includes HUD’s consent, on the conditions set forth therein, to a “Master Lease Release”, yet HUD is not a signatory to the SNDA or the Subordination Agreement. Previously, HUD signed a “HUD Comfort Letter” to acknowledge it would abide by those provisions. It is better practice to include HUD’s agreement to those provisions here in the Master Tenant Regulatory this Agreement.]
Appears in 1 contract
Samples: Healthcare Regulatory Agreement
