Subordination and Standstill Agreement. Borrower hereby acknowledges and agrees that any agreement entered into between Lender and Mortgage Lender (including the Subordination and Standstill Agreement) will be solely for the benefit of Lender and Mortgage Lender, and that neither Borrower nor Mortgage Borrower shall be third-party beneficiaries (intended or otherwise) of any of the provisions therein, have any rights thereunder, or be entitled to rely on any of the provisions contained therein. Lender and Mortgage Lender have no obligation to disclose to Borrower or Mortgage Borrower the contents of any such agreement (including the Subordination and Standstill Agreement). Borrower’s obligations hereunder are and will be independent of any such agreement (including the Subordination and Standstill Agreement) and shall remain unmodified by the terms and provisions thereof.
Subordination and Standstill Agreement. Lender shall enter into the Subordination and Standstill Agreement and shall comply with the terms and provisions thereof. Upon any refinancing of the indebtedness evidenced by the Bank Loan Documents or any successor Letter of Credit Bank, Lender shall execute and deliver directly to the party providing such refinancing or successor Letter of Credit a Standstill and Subordination Agreement on terms substantially similar but no more onerous to GDB than the GDB Standstill Agreement so as to evidence the subordination of its rights under the Loan Documents as contemplated hereby.
Subordination and Standstill Agreement. NOTICE: THIS SUBORDINATION AND STANDSTILL AGREEMENT RESULTS IN YOUR LIEN IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER LIEN INSTRUMENT. THIS AMENDED AND RESTATED SUBORDINATION AND STANDSTILL AGREEMENT (this “Agreement”), executed on December 28, 2006, but to be effective as of December 29, 2006, is made by PGRT EQUITY LLC, a Delaware limited liability company (hereinafter referred to as the “Second Lender”), for the benefit of XXXXX FARGO BANK, N.A., as trustee for the registered holders of COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C1 (hereinafter referred to as the “First Lender”).
Subordination and Standstill Agreement. Each Lender hereby irrevocably appoints, designates and authorizes the Agent to enter into the Subordination and Standstill Agreement and any other subordination or intercreditor agreement on its behalf and to take such action on its behalf under the provisions of any such agreement. Each Lender further agrees to be bound by the terms and conditions of the Subordination and Standstill Agreement and any other subordination or intercreditor agreement. Each Lender hereby authorizes and directs the Agent to issue blockage notices at the direction of the Agent or the Majority Lenders.
Subordination and Standstill Agreement. NOTICE: THIS SUBORDINATION AND STANDSTILL AGREEMENT RESULTS IN YOUR LIEN IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER LIEN INSTRUMENT. THIS SUBORDINATION AND STANDSTILL AGREEMENT (this "Agreement"), executed on November 17, 2006, but to be effective as of November 21, 2006, is made by PGRT EQUITY LLC, a Delaware limited liability company (hereinafter referred to as the "Second Lender"), for the benefit of CWCAPITAL LLC, a Massachusetts limited liability company (hereinafter referred to as the "First Lender").
Subordination and Standstill Agreement. On the date hereof, the Borrower, the Lender and the Purchasers have entered into a Subordination and Standstill Agreement (the "Subordination Agreement"). The Lender hereby acknowledges that the Lender may not exercise certain of its rights under the Agreement or the Amended and Restated Note (including, without limitation, the right to demand and receive payment on the Amended and Restated Note) except as permitted under the Subordination Agreement.
Subordination and Standstill Agreement. The Subordination and Standstill Agreement, to be entered into substantially contemporaneously with the issuance of the Listing Note among Borrower, Special Limited Partner and the Agent, and which agreement shall be in form and substance satisfactory to the Agent in its sole and absolute discretion.”
Subordination and Standstill Agreement. The Lenders acknowledge that the Agent may enter into the Subordination and Standstill Agreement. The Borrower acknowledges that the existence of the Subordination and Standstill Agreement and the performance by the Agent and the Lenders of their obligations under the Subordination and Standstill Agreement shall not affect, impair or release the obligations of the Borrower under the Loan Documents. The Subordination and Standstill Agreement is solely for the benefit of the Agent and the Lenders and not for the benefit of the Borrower, and the Borrower shall have no rights thereunder or any right to insist on the performance thereof. The Agent is authorized by the Lenders to perform its obligations under the Subordination and Standstill Agreement, and each Lender agrees to be bound thereby.”
Subordination and Standstill Agreement. It is specifically agreed by Borrower that the TIC Agreement and all rights, remedies of, and indemnities benefiting the TICS thereunder as to one another, the Security Property or the ownership or operation thereof MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 60 are hereby expressly made fully JUNIOR, SECONDARY, SUBJECT and SUBORDINATE to the rights and remedies of the Lender under the Loan Documents, including future advances made by Lender. Each TIC further SUBORDINATES and hereby makes JUNIOR, SECONDARY and SUBJECT any and all purchase options, rights of first refusal and rights to purchase the Security Property or any right or interest therein, whether now owned or hereafter acquired, including, without limitation, any rights arising under Section 363(i) of the Bankruptcy Code. To the extent that any one or more of the TICS have or in the future obtains any lien or similar interest whatsoever in or to the Security Property, or any right or interest therein, whether now owned or hereafter acquired, such lien or other interest shall be and hereby is WAIVED, RELEASED and DISCHARGED in its entirety. Each TIC further agrees and covenants that it will not pursue any other remedies against one another to which it may be entitled pursuant to the TIC Agreement during the term of the Loan.
Subordination and Standstill Agreement. Any and all subordination and standstill agreements in form and substance satisfactory to Agent executed to specifically subordinate any Excluded Affiliate Debt to the Obligations. State. A state of the United States of America and the District of Columbia.
