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 Operator's bankruptcy from the automatic stay under Section 362 of the United States Bankruptcy Code or to seek to cause the Operator's estate to abandon the Facility or any part thereof. Notwithstanding the foregoing, in the event Operator fails to pay to Borrower any SELCO Required Quarterly Payment, Borrower shall be entitled to exercise its rights and remedies with respect to the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. Notwithstanding anything in this Agreement to the contrary, Borrower hereby agrees it shall not xxx for or make any claim with respect to the Collateral and Mezzanine Lender hereby agrees that it shall not xxx for or make any claim with respect to the Excepted Property. Notwithstanding the terms of this Section ------- 8.35, Borrower shall be entitled to bring an Enforcement Action (but not an ---- Insolvency Proceeding) against Operator solely for the purpose of realizing and foreclosing on the collateral
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Samples: Mezzanine Loan Agreement (Brookdale Living Communities Inc)
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 138 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 (i)(x) prior to a Cash Management Event, from Operator (but only after payment of the amounts set forth in the First Mortgage Loan Agreementfirst sentence of Section 2.12(b), and (y) after a Cash ------- ------- Management Event, from the SELCO Payment Sub-Account and from Excess Cash Flow and (ii) from realization on the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. 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 Operator's bankruptcy from the automatic stay under Section 362 of the United States Bankruptcy Code or to seek to cause the Operator's estate to abandon the Facility Facilities or any part thereof. Notwithstanding the foregoing, in the event Operator fails to pay to Borrower any SELCO Required Quarterly Payment, Borrower shall be entitled to exercise its rights and remedies with respect to the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. Notwithstanding anything in this Agreement to the contrary, Borrower hereby agrees it shall not xxx for or make any claim with respect to the Collateral and Mezzanine Lender hereby agrees that it shall not xxx for or make any claim with respect to the Excepted Property. Notwithstanding the terms of this Section ------- 8.35, Borrower ------- ---- shall be entitled to bring an Enforcement Action (but not an ---- Insolvency Proceeding) against Operator solely for the purpose of realizing and foreclosing on the collateralcollateral pledged to Borrower pursuant to the Pledge Agreements (as defined in the Operator Lease) executed by the Operator, provided, however, that as a condition to bringing such Enforcement Action (but not an Insolvency 139
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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 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 (i)(x) prior to a Cash Management Event, from Operator (but only after payment of the amounts set forth in the First Mortgage Loan Agreementfirst sentence of Section 2.12(b), and (y) after a Cash Management Event, from the FBTC Payment Sub-Account and from Excess Cash Flow and (ii) from realization on the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. 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 SELCOFBTC, it shall not object to or oppose any efforts by Borrower 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 estate to abandon the Facility Facilities or any part thereof. Notwithstanding the foregoing, in the event Operator fails to pay to Borrower any SELCO Required Quarterly Payment, Borrower shall be entitled to exercise its rights and remedies with respect to the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. Notwithstanding anything in this Agreement to the contrary, Borrower hereby agrees it shall not xxx for or make any claim with respect to the Collateral and Mezzanine Lender hereby agrees that it shall not xxx for or make any claim with respect to the Excepted Property. Notwithstanding the terms of this Section ------- 8.35, Borrower shall be entitled to bring an Enforcement Action (but not an ---- Insolvency Proceeding) against Operator solely for the purpose of realizing and foreclosing on the collateralany
Appears in 1 contract
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 (i)(x) prior to a Cash Management Event, from Operator (but only after payment of the amounts set forth in the First Mortgage Loan Agreementfirst sentence of Section 2.12(b), and (y) after a Cash ------- ------- Management Event, from the FBTC Payment Sub-Account and from Excess Cash Flow and (ii) from realization on the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. 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, 131 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 SELCOFBTC, it shall not object to or oppose any efforts by Borrower 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 estate to abandon the Facility Facilities or any part thereof. Notwithstanding the foregoing, in the event Operator fails to pay to Borrower any SELCO FBTC Required Quarterly Payment, Borrower shall be entitled to exercise its rights and remedies with respect to the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. Notwithstanding anything in this Agreement to the contrary, Borrower hereby agrees it shall not xxx for or make any claim with respect to the Collateral and Mezzanine Lender hereby agrees that it shall not xxx for or make any claim with respect to the Excepted Property. Notwithstanding the terms of this Section ------- 8.35, Borrower shall be entitled to ------- ---- bring an Enforcement Action (but not an ---- Insolvency Proceeding) against Operator solely for the purpose of realizing and foreclosing on the collateralcollateral pledged to Borrower pursuant to the Pledge Agreements (as defined in the Operator Lease) executed by the Operator, provided, however, that as a condition to bringing such Enforcement Action (but not an Insolvency Proceeding), FBTC shall first us its reasonable good faith efforts to exercise its rights with respect to realizing on the Collateral by non-judicial means. For the purposes of this Section, the following terms have the indicated meanings: (i) "Enforcement ------- ----------- Action" means the commencement or the exercise of any remedies against the ------ Operator, including, without limitation, the commencement of any litigation and the commencement of any Insolvency Proceeding; and (ii) "Insolvency Proceeding" --------------------- means any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any insolvency, liquidation, reorganization or other similar -- --- proceeding concerning the Operator, any dissolution of the Operator any proceeding (judicial or otherwise) concerning the application of the assets of the Operator for the benefit of its creditors, the initiation of any proceeding seeking the appointment of a trustee, receiver or other similar custodian for all of any substantial part of the assets of the Operator or any other action concerning the adjustment of the debts of the Operator or the cessation of business by the Operator.
(c) Borrower shall deliver to Lender a copy of any and all notices of default (or respecting acts or occurrences which could, with the giving of notice, the passage of time, or both, constitute a default) that are delivered by Borrower to Lender as required by law or otherwise given, whether in breach of terms hereof or otherwise, to Operator by Borrower.
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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 (i)(x) prior to a Cash Management Event, from Operator (but only after payment of the amounts set forth in the First Mortgage Loan Agreementfirst sentence of Section 2.12(b), and (y) after a Cash ------- ------- Management Event, from the FBTC Payment Sub-Account and from Excess Cash Flow and (ii) from realization on the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. 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 Operator's bankruptcy from the automatic stay under Section 362 of the United States Bankruptcy Code or to seek to cause the Operator's estate to abandon the Facility or any part thereof. Notwithstanding the foregoing, in the event Operator fails to pay to Borrower any SELCO Required Quarterly Payment, Borrower shall be entitled to exercise its rights and remedies with respect to the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. Notwithstanding anything in this Agreement to the contrary, Borrower hereby agrees it shall not xxx for or make any claim with respect to the Collateral and Mezzanine Lender hereby agrees that it shall not xxx for or make any claim with respect to the Excepted Property. Notwithstanding the terms of this Section ------- 8.35, Borrower shall be entitled to bring an Enforcement Action (but not an ---- Insolvency Proceeding) against Operator solely for the purpose of realizing and foreclosing on the collateralBorrower
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