Subordination and Standstill Clause Samples
Subordination and Standstill. (a) Borrower hereby agrees that all of the indebtedness, liabilities and obligations of Operator evidenced by the Operator Lease and those Pledge Agreements (as defined in the Operator Lease) executed by Operator (collectively, the "Subordinate Obligations") and the lien of any judgment ----------------------- entered on behalf of Borrower in connection with the Subordinate Obligations, whether in breach of the terms hereof or otherwise, is and shall be subject, subordinate and rendered junior to the prior indefeasible payment in full of the Indebtedness. Except as specifically provided in the following sentence, no payment shall be made by Operator for or on account of the Subordinate Obligations, and the Borrower shall not take or receive from Operator in cash or other property or by setoff or in any other manner, including , without limitation, from or by way of collateral, payment of all or any of the Subordinate Obligations, unless and until the Indebtedness shall have been indefeasibly paid in full. Notwithstanding the foregoing sentence, Borrower may receive payments with respect to the related Subordinate Obligations as provided in the First Mortgage Loan Agreement. If any payments are made to the Borrower on account of the Subordinate Obligations contrary to the terms of this Agreement or in excess of what the Borrower is entitled to receive under this Agreement, Borrower shall hold the same in trust as trustee for Mezzanine Lender, and shall promptly deliver to Mezzanine Lender in the form received, endorsed or assigned, as may be appropriate for application on account of, or as security for the Indebtedness.
(b) Until the Indebtedness is paid in full, Borrower shall not institute any Enforcement Action (including, but not limited to, filing an Insolvency Proceeding against Operator or acquiescing to the filing of an Insolvency Proceeding by the Operator) against the Operator. Without limiting the foregoing, in the event of an Insolvency Action with respect to the Operator, (i) the Borrower hereby agrees that it shall not object to or oppose any efforts by Mezzanine Lender to obtain relief in the Operator's bankruptcy from the automatic stay under Section 362 of the United States Bankruptcy Code or to seek to cause the Operator's bankruptcy estate to abandon the Facility or any part thereof and (ii) so long as the beneficial interests of Borrower are owned by SELCO, it shall not object to or oppose any efforts by Borrower to obtain relief in the ...
Subordination and Standstill. (a) Collateral Agent and Guarantors acknowledge that the liens in, on or with respect to the Collateral that are granted by Borrower hereunder to Collateral Agent, for the benefit of the Guarantors, are expressly subordinated and made junior in right, priority, operation and effect to any and all Priority Liens, and such subordination shall be effective irrespective of the time, order or method of creation, attachment or perfection of any such Priority Lien granted in favor of the Bank or of any defect or deficiency or alleged defect or deficiency in any such Priority Lien.
(b) Collateral Agent and Guarantors agree that until all obligations of Borrower and Subsidiaries to the Bank have been satisfied in full and the Bank no longer asserts a lien on the Collateral, neither the Collateral Agent nor any Guarantor may exercise any right, remedy or power with respect to, or otherwise take any action to enforce any security interest in, or realize upon, the Collateral as a result of any payments made by any Guarantor under the Guaranties. Notwithstanding the foregoing, the Collateral Agent may: (i) file a financing statement or other documents to perfect its security interests in the Collateral; (ii) file a claim or statement of interest with respect to the Collateral in any bankruptcy, insolvency or similar proceeding; and (iii) bid for and purchase the Collateral in any private or judicial foreclosure initiated by any holder of a Priority Lien.
Subordination and Standstill