Common use of Distributions, Etc Clause in Contracts

Distributions, Etc. a. Following receipt by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner. b. From and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in connection with any of the Collateral, any: i. LLC Units or stock certificates (including, without limitation, stock certificates relating to the Pledged Shares), including, without limitation, any certificates (1) issued in respect of additional properties contributed by such Pledgor to the Down REIT Sub, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, or in substitution or in exchange for, any of the Collateral, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI shall deliver the same to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

Distributions, Etc. a. Following receipt Upon any distribution of the assets of the Corporation upon any dissolution or winding-up or total liquidation of the Corporation (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors of the Corporation or otherwise): (a) all Other Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of the principal of or interest on the Indebtedness evidenced by this Debenture; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the Holder would be entitled except for the provisions of this section 6, shall be paid or delivered by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions Person making such payment or distribution directly to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect holders of the Pledged UnitsOther Indebtedness or their representative or representatives, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions or to the contrary are received from Lender, all rights of Pledgor to exercise the voting trustee or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and trustees under any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement indenture pursuant to which any instruments evidencing any of such Other Indebtedness may have been issued, to the extent necessary to pay all such Other Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Other Indebtedness; (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Corporation, whether in cash, property or securities, shall be received by the Holder before all Other Indebtedness is paid in full or provision made for its payment, such payment or is required to distribution shall be made held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Other Indebtedness or their representative or representatives or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Other Indebtedness may have been issued, for application to the payment of all such Other Indebtedness remaining unpaid, to the extent necessary to pay all such Other Indebtedness after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Other Indebtedness; and (d) any payments or distributions paid over to the holders of the Other Indebtedness pursuant to this section 6 and not applied in reduction of the amounts owing to the Holder shall be deemed not to satisfy have discharged any of the obligations of the Down REIT Sub or HCPI Corporation hereunder (and, to make such payment thereunder. Each Pledgor the extent that by operation of applicable law they are treated as doing so, the Corporation hereby agrees that neither to indemnify the Down REIT Sub nor HCPI shall be deemed to be Holder on demand from and against any loss suffered or incurred by it in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing mannerconsequence thereof). b. From and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in connection with any of the Collateral, any: i. LLC Units or stock certificates (including, without limitation, stock certificates relating to the Pledged Shares), including, without limitation, any certificates (1) issued in respect of additional properties contributed by such Pledgor to the Down REIT Sub, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, or in substitution or in exchange for, any of the Collateral, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI shall deliver the same to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

Distributions, Etc. a. Following receipt by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “"Default Notice”"): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner. b. From and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in connection with any of the Collateral, any: i. LLC Units or stock certificates (including, without limitation, stock certificates relating to the Pledged Shares), including, without limitation, any certificates (1) issued in respect of additional properties contributed by such Pledgor to the Down REIT Sub, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, or in substitution or in exchange for, any of the Collateral, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI shall deliver the same to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

Distributions, Etc. a. Following receipt In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the Down REIT Sub assets of written notice (which notice shall specifically reference this Section 5 the Borrower or the proceeds thereof to creditors of this Agreement) from Lender that a Default has occurred the Borrower or to any indebtedness, liabilities and is continuing (a “Default Notice”): (i) upon obligations of the written instruction Borrower, by reason of Lender and until instructions the liquidation, dissolution or other winding up of the Borrower or Borrower's business, or in the event of any sale or Insolvency Proceedings with respect to the contrary are received from LenderBorrower or Borrower's business, or in the Down REIT Sub shall remit event of any sale or Insolvency Proceedings with respect to Lender all cash distributions otherwise payable to Pledgor the Borrower or its assets, in respect any such event, any payment, distribution or benefit of any kind whatsoever or character, either in cash, securities or other property, whether or not on account of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in LenderSecurity, which shall have the sole right to exercise such rightsbe payable, until further notice from Lender. With deliverable or receivable upon or with respect to cash distributions payable during all or any part of the Subordinated Indebtedness shall be paid or delivered directly to the Senior Creditor for application to the Senior Indebtedness (whether due or not due and in such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, order and manner as the case Senior Creditor may beelect; and including, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit without limitation any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid interest accruing subsequent to the Lender or its designee as contemplated by the terms commencement of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in event or Insolvency Proceedings) until the foregoing manner. b. From Senior Indebtedness shall have been fully paid and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in satisfied. In connection with any Insolvency Proceedings, the Subordinated Creditor hereby irrevocably authorizes and empowers the Senior Creditor (but places no duty upon the Senior Creditor to take any such action), and irrevocably appoints the Senior Creditor as the Subordinated Creditor's attorney-in-fact to file proofs of claim on account of the Collateral, any: i. LLC Units or stock certificates Subordinated Indebtedness in the event that the Subordinated Creditor fails to do so within fifteen (including, without limitation, stock certificates relating to the Pledged Shares), including, without limitation, any certificates (115) issued in respect of additional properties contributed by such Pledgor to the Down REIT Sub, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, or in substitution or in exchange for, any days of the Collateralbar date pertaining thereto; provided, or otherwise; iii. Dividends or distributions payable in property other than cashhowever, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateralthat Senior Creditor shall not be permitted to vote such claim, then HCPI shall deliver the same to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated all voting rights being retained by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing mannerSubordinated Creditor.

Distributions, Etc. a. Following receipt by the Down REIT Sub (a) Prior to an Event of written notice Default and subject to subsection (which notice b) below, each Borrower shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred be entitled to receive any and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions on the Collateral applicable to such Borrower which it is otherwise payable entitled to Pledgor receive, together with any and all distributions in property, returns of capital or other distributions made on or in respect of such Collateral, but without limiting the Pledged Unitsforegoing, any and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor returns of capital or other similar distributions made on or in respect of the Pledged Sharessuch Collateral, whether received in exchange for such Collateral or any part thereof, or as a result of any naturemerger, consolidation, acquisition or other exchange of assets to which any Borrower may be a party or otherwise, and (ii) upon any and all cash and other property received in exchange for any Collateral shall be deemed Proceeds and become part of the written instruction of Lender and until instructions Collateral and, if received by such Borrower, shall forthwith be delivered to the contrary are received from Custodian or its designated nominee (accompanied, if appropriate, by proper instruments of assignment executed by each Borrower in accordance with Lender’s instructions) to be held subject to the terms of this Loan Agreement. (b) Each Borrower agrees to deliver (properly endorsed when required) to Lender, all rights after an Event of Pledgor Default shall have occurred and so long as the same shall continue, promptly upon request of Lender, such proxies and other documents as may be necessary to enable Lender to exercise the voting power with respect to the Collateral then or other consensual rights that Pledgor would otherwise be entitled to exercise previously owned by such Borrower. All distributions and payments made on or in respect of the Collateral shall cease, which may at any time and all such rights (from time to time be received by a Borrower after the occurrence and any other rights Pledgor may have in respect during the continuation of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event an Event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall promptly be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner. b. From and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in connection with any of the Collateral, any: i. LLC Units or stock certificates (including, without limitation, stock certificates relating to the Pledged Shares), including, without limitation, any certificates (1) issued in respect of additional properties contributed delivered by such Pledgor to the Down REIT Sub, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, or in substitution or in exchange for, any of the Collateral, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI shall deliver the same Borrower to Lender, and until delivery to Lender such distributions and payments shall be held by such Borrower separate and apart from other property of such Borrower in trust for Lender. Any and all money and other property paid over to or received by Lender pursuant to the provisions of this subsection (b) shall be retained by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall Additional Collateral hereunder and be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be applied in breach of its obligations under, or in violation of accordance with the provisions of, any such agreement by virtue of having made such payments in the foregoing mannerhereof.

Distributions, Etc. a. Following receipt by Make dividends, distributions (including earning distributions), expenditures related to stock repurchases, payments to retire or obtain the Down REIT Sub surrender of any warrants or options or other rights, sinking fund or similar payments, payments on subordinated loans, or other payments (excluding payments of wages and wage-related benefits or bonuses (or the equivalents thereof paid to consultants under a Form 1099)) to shareholders or members or any other Person, or payments to purchase, repurchase, redeem or retire any stock or other ownership interests, in each case without the prior written notice consent of Lender (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lenderconsent, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account except as set forth in the proviso to this Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing 8.17, shall be treated as amounts paid in Lender’s sole discretion); provided, that Lender shall not unreasonably withhold, condition or distributed to Pledgor for all purposes delay such consent if (i) no Event of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner. b. From and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in connection with any and (ii) the effectuation of the Collateral, any: i. LLC Units foregoing (A) would not result in an Event of Default under this Agreement or stock certificates any other Indebtedness (including, without limitation, stock certificates relating respect to the Pledged Sharescure periods provided in Section 9.2 and Section 10.1 and it being acknowledged and agreed that the calculation of the Debt Service Coverage Ratio and the Minimum Deposit for such purposes shall be on a pro forma basis (utilizing EBITDA, if applicable, based upon the prior fiscal quarter unless otherwise agreed by Lender in its sole discretion)), including, without limitation, any certificates and (1B) issued in with respect of additional properties contributed by such Pledgor to the Down REIT Subapplicable Obligor, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capitalwould not exceed, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, individually or in substitution or the aggregate with all other payments and expenditures of such Obligor, such Obligor’s net earnings in exchange forexcess of such Obligor’s debt service obligations on all Indebtedness; provided, any of the Collateralfurther, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI that Lender’s consent shall deliver the same not be required for CSSE to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by pay regularly scheduled monthly dividends under the terms of (a) any 9.75% Series A Cumulative Redeemable Preferred Stock in existence and issued prior to the foregoing shall date hereof or that may hereafter be treated as amounts paid issued with the prior written consent of Lender in its sole discretion or distributed to Pledgor for all purposes (b) any other series of preferred stock of CSSE that may hereafter be issued with the LLC Agreementprior written consent of Lender in its sole discretion, or other agreement pursuant to which in each case if, and only if, (i) no Event of Default has occurred and is continuing and (ii) the payment or distribution is made or is required of such dividends would not cause Obligor to be made have a Debt Service Coverage Ratio of less than 1.25 to 1.00 (calculated on a pro forma basis after the payment of such proposed dividend (utilizing EBITDA based upon the prior fiscal quarter unless otherwise agreed by Lender in its sole discretion) and, for the avoidance of doubt, without regard to any cure periods provided in Section 9.2 and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner10.1).

Distributions, Etc. a. Following receipt Upon any distribution of the assets of the Corporation upon any dissolution or winding_up or total liquidation of the Corporation (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors of the Corporation or otherwise): (a) all Other Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of the principal of or interest on the Indebtedness evidenced by this Debenture; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the Holder would be entitled except for the provisions of this section 6, shall be paid or delivered by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions Person making such payment or distribution directly to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect holders of the Pledged UnitsOther Indebtedness or their representative or representatives, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions or to the contrary are received from Lender, all rights of Pledgor to exercise the voting trustee or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and trustees under any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement indenture pursuant to which any instruments evidencing any of such Other Indebtedness may have been issued, to the extent necessary to pay all such Other Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Other Indebtedness; (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Corporation, whether in cash, property or securities, shall be received by the Holder before all Other Indebtedness is paid in full or provision made for its payment, such payment or is required to distribution shall be made held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Other Indebtedness or their representative or representatives or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Other Indebtedness may have been issued, for application to the payment of all such Other Indebtedness remaining unpaid, to the extent necessary to pay all such Other Indebtedness after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Other Indebtedness; and (d) any payments or distributions paid over to the holders of the Other Indebtedness pursuant to this section 6 and not applied in reduction of the amounts owing to the Holder shall be deemed not to satisfy have discharged any of the obligations of the Down REIT Sub or HCPI Corporation hereunder (and, to make such payment thereunder. Each Pledgor the extent that by operation of applicable law they are treated as doing so, the Corporation hereby agrees that neither to indemnify the Down REIT Sub nor HCPI shall be deemed to be Holder on demand from and against any loss suffered or incurred by it in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing mannerconsequence thereof). b. From and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in connection with any of the Collateral, any: i. LLC Units or stock certificates (including, without limitation, stock certificates relating to the Pledged Shares), including, without limitation, any certificates (1) issued in respect of additional properties contributed by such Pledgor to the Down REIT Sub, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, or in substitution or in exchange for, any of the Collateral, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI shall deliver the same to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

Distributions, Etc. a. Following receipt by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions 3.1.1 Except as otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by expressly provided under the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner. b. From and after the date Section 3.3 of this Agreement, in the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any Borrower or the proceeds thereof to creditors of such Borrower or to any indebtedness, liabilities and obligations of such Borrower, by reason of liquidation, dissolution or other winding up of such Borrower or such Borrower's business, or in the event of any sale or Insolvency Proceedings with respect to such Borrower or its assets, then in any ---- such event, any payment, distribution or benefit or any kind whatsoever or character, either in cash, securities or other property, whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in connection with any on account of the Collateral, any: i. LLC Units which shall be payable, deliverable or stock certificates receivable upon or with respect to all or any part of the Subordinated Indebtedness shall be paid or delivered directly to the Lender for application to the Senior Indebtedness (whether due or not due and in such order and manner as the Lender may elect; and including, without limitation, stock certificates relating limitation any interest accruing subsequent to the Pledged Shares), including, without limitation, commencement of any certificates (1such event or Insolvency Proceedings) issued until the Senior Indebtedness shall have been fully and indefeasibly paid in respect of additional properties contributed by such Pledgor to the Down REIT Sub, or (2) representing a dividend or distribution or issued in cash and satisfied. 3.1.2 In connection with any increase Insolvency Proceedings, Subordinated Creditor agrees to take such steps as may be necessary to preserve Subordinated Creditor's claim with respect to the Subordinated Indebtedness. Subordinated Creditor hereby irrevocably authorizes and empowers the Lender, and irrevocably appoints the Lender Subordinated Creditor's attorney-in-fact, in the event that the Lender has reasonable cause to believe that Subordinated Creditor is not acting diligently so to preserve its claim, to (i) demand, xxx for, collect and receive every such payment or reduction distribution and give acquittance therefor, (ii) enforce claims comprising Subordinated Indebtedness in the name of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-offthe Lender, or split-off;the name of Subordinated Creditor, by proof of debt, proof of claim suit or otherwise; (iii) collect any assets of any Borrower (other than the Intervale Property or EPI Property or proceeds thereof) distributed, dividend applied by way of dividend or payment, or any such securities issued, on or account of Subordinated Indebtedness and apply the same, or proceeds of any realization upon the same, to Senior Indebtedness (whether due or not due in such order and manner as the Lender may elect) until all Senior Indebtedness shall have been indefeasibly paid in full in cash; (iv) vote claims compromising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension; (v) take generally any action which Subordinated Creditor might otherwise take; and (vi) take such other actions in the Lender's own name or in the name of Subordinated Creditor or otherwise, as the Lender may deem necessary or advisable to carry out the provisions of this Agreement. ii. Options3.1.3 Subordinated Creditor hereby agrees to execute and deliver to the Lender such assignments, warrantsendorsements, rights releases, other documents or other securities instruments onto as may be reasonably requested by the Lender in order to enable the Lender to collect and receive any and all payments or instruments, whether as an addition to, distributions which may be payable or in substitution deliverable at any time upon or in exchange for, any of with respect to the Subordinated Indebtedness and/or the Collateral, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI shall deliver the same except for those payments which Subordinated Creditor is expressly permitted to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by receive and retain under the terms of the foregoing shall be treated as amounts paid Section 2.1.2 or distributed to Pledgor for all purposes 3.3 of the LLC this Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

Distributions, Etc. a. Following receipt by (a) MCE shall not declare, make or pay any Distribution at any time after the Down REIT Sub of written notice (which notice B/C Discharge Date, and shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): not do so at any time on or before the B/C Discharge Date unless: (i) upon the written instruction of Lender Distribution is solely a lawful dividend and until instructions to is paid directly from the contrary are received from Lender, the Down REIT Sub shall remit to Lender Revenue Account in accordance with all cash distributions otherwise payable to Pledgor in respect relevant provisions of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and Finance Documents; (ii) upon no default is subsisting, and Total Indebtedness does not exceed the written instruction Borrowing Base Amount, at the time the Distribution is declared and at the time it is paid; and (iii) the whole of Lender the proceeds of the Distribution are immediately and until instructions directly applied in repaying or prepaying Loans outstanding under Tranche B or Tranche C. (b) MOF shall not declare, make or pay any Distribution at any time on or before the B/C Discharge Date unless the whole of the proceeds of the distribution are immediately and directly applied in repaying or prepaying Loans outstanding under Tranche C. (c) MOCE shall not declare, make or pay any Distribution at any time on or before the B/C Discharge Date. (d) Without limiting paragraph (a) above, MOCE, MOF and MCE shall each do everything within their respective powers to the contrary are received from Lender, all rights of Pledgor to exercise the voting ensure that MCE declares and pays dividends or other consensual rights distributions whenever it is lawfully and prudently able to do so until the B/C Discharge Date. (e) MCE shall not: (i) enter into any agreement, or take any other action, that Pledgor would otherwise could result in the aggregate amount falling payable by it under the Management Agreements during any 6 month period ending on a Calculation Day exceeding $500,000; (ii) amend either Management Agreement in any material respect; or (iii) enter into any other management, services, supply or other contract with any other member of the Group under which amounts may become payable to that other member of the Group. (f) No Obligor shall be entitled to exercise in respect of the Collateral shall ceaseclaim, and all such rights (and receive or retain any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts amount paid or distributed to Pledgor for all purposes paid under any contract entered into in contravention of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing mannerparagraph (e) above. b. From and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in connection with any of the Collateral, any: i. LLC Units or stock certificates (including, without limitation, stock certificates relating to the Pledged Shares), including, without limitation, any certificates (1) issued in respect of additional properties contributed by such Pledgor to the Down REIT Sub, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, or in substitution or in exchange for, any of the Collateral, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI shall deliver the same to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

Distributions, Etc. a. Following receipt by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor Borrower in respect of the Pledged Units, and HCPI HCP shall remit to Lender all cash dividends otherwise payable to Pledgor Borrower in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor Borrower to exercise the voting or other consensual rights that Pledgor Borrower would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor Borrower may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor Borrower hereby directs the Down REIT Sub and/or HCPIHCP, as the case may be, and the Down REIT Sub and/or HCPIHCP, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreementat Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated: 43JO7293207-15137. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor Borrower for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI HCP to make such payment thereunder. Each Pledgor Borrower hereby agrees that neither the Down REIT Sub nor HCPI HCP shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner. b. From and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor Borrower shall become entitled to receive, in connection with any of the Collateral, any: i. LLC Units or stock certificates (including, without limitation, stock certificates relating to the Pledged Shares), including, without limitation, any certificates (1) issued in respect of additional properties contributed by such Pledgor Borrower to the Down REIT Sub, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, or in substitution or in exchange for, any of the Collateral, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI HCP shall deliver the same to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor Borrower for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI HCP to make such payment thereunder. Each Pledgor Borrower hereby agrees that neither the Down REIT Sub nor HCPI HCP shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.