Subordination of Payments to Affiliates. After the occurrence of an Event of Default and until such Event of Default is cured, Tenant shall not make any payments or distributions (including, without limitation, salary, bonuses, fees, principal, interest, dividends, liquidating distributions, management fees, cash flow distributions or lease payments) to any Affiliate, or any shareholder, member or partner of Tenant or any Affiliate, except for ordinary payroll.
Subordination of Payments to Affiliates. After the occurrence of an Event of Default and until such Event of Default is cured, Borrower shall not, and shall not allow Operator to, make any payments or distributions (including, without limitation, salary, bonuses, fees, principal, interest, dividends, liquidating distributions, management fees, cash flow distributions or lease payments) to GEN, any Affiliate or any shareholder, member or partner of Borrower, Operator, GEN, or any Affiliate.
Subordination of Payments to Affiliates. (a) Except as otherwise provided in §14.6(b) below, after the occurrence of an Event of Default and until such Event of Default is cured or waived in writing, Tenant and Guarantor shall not make any payments or distributions (including, without limitation, salary, bonuses, fees, principal, interest, dividends, liquidating distributions, management fees, cash flow distributions or lease payments) to Guarantor, any Affiliate, or any shareholder, member or partner of Tenant, Subtenant or any Affiliate.
(b) Notwithstanding the provisions of §14.6(a) or any other provision to the contrary contained in this Lease, [1] whether or not there is outstanding an Event of Default, the following shall be expressly permitted: [A] salaries paid to employees of the Facilities or employees of Tenant and Subtenant in the ordinary course of business; [B] equity contributions and inter-company loans from Tenant to its direct and indirect subsidiaries made in the ordinary course of business; [C] with respect to Subtenant, (i) distributions, dividends and repayments of inter-company loans to Tenant made in the ordinary course of business and (ii) payment to Tenant under the Sublease covering the Texas Facilities and provided that any such payment will be held in trust by Tenant for the sole purpose of paying Rent to Landlord; and [D] with respect to the preferred stock of Tenant issued to Saratoga, PIK dividends; and [2] so long as there is no Event of Default under §8.1(a) of this Lease or under the Working Capital Loan, Tenant may pay cash dividends to Saratoga or to any other preferred shareholder of Tenant who is not an Affiliate of Tenant.
Subordination of Payments to Affiliates. After the occurrence and during the continuance of an Event of Default, Tenant shall not make and shall cause Subtenant not to make any payments or distributions (including, without limitation, salary, bonuses, fees, principal, interest, dividends, liquidating distributions, management fees, cash flow distributions or lease payments) to any shareholder, member or partner of Tenant or Subtenant (as applicable) or any Affiliate except (1) payments or distributions on account of obligations owed to third parties which are not Affiliates of Tenant or Subtenant for goods or services provided to any Facility in a manner consistent with past practice (taking into account changed operational requirements at each Facility), (2) payments of salaries, wages, benefits and bonuses of employees located at and providing services to any Facility at customary rates consistent with past practice, and (3) payments of (A) salaries, wages, benefits and bonuses of employees that are not located at any Facility but which employees provide accounting and/or other administrative services to any Facility at customary rates consistent with past practice and (B) any other costs and expenses charged by Affiliates of Guarantor or Tenant with respect to the use or operation of the Facilities, provided the aggregate amount of payments pursuant to this Section 11.5 shall not exceed 2% of the aggregate annual rental revenue at all Facilities.
Subordination of Payments to Affiliates. (a) Except as provided in §14.6(b) below, none of Company, Tenant, GEN, Subtenant or Manager (if applicable), shall make any payments (including, without limitation, payment of salary, bonuses, fees, management fees or lease payments) or distributions, payments of principal or interest, dividends, liquidating distributions, or cash flow distributions to Company, Tenant, GEN, Subtenant, Manager (if applicable), any Affiliate of Company, GEN, Tenant, Subtenant, or Manager, or any shareholder, member or partner of the Company, GEN, Tenant, Subtenant or Manager (if applicable) or any of their Affiliates (a “Distribution”), unless: (x) no Event of Default is then in existence and (y) Company and GEN have provided the Landlord Parties with pro forma financial statements (i) the form of which are reasonably approved by the Landlord Parties; (ii) which take into account all projected cash inflows and outflows of Company and GEN during the succeeding 12 months including, without limitation, any mandatory prepayments reasonably anticipated to be made, as required pursuant to the Term Loan or Revolving Loan; and (iii) which indicate that Company and GEN will maintain at all times during the applicable period Liquidity of at least $75,000,000 in excess of the Liquidity thresholds set forth in Exhibit U. The 12 month period following delivery of the pro forma financial statements described in clause (y) above, provided that each of the conditions set forth in such clauses (i) and (ii) thereof remain satisfied and no Event of Default has occurred, is referred to as a “Permitted Distribution Period”. Notwithstanding the foregoing, any shares of GEN acquired by a Person through a partial exercise, settlement or exchange of a warrant, exchangeable note, or convertible note issued by GEN, or any of its Affiliates, shall not be considered for purposes of determining whether such Person will be deemed a shareholder, member or partner of GEN for purposes of this Section 14.6 in connection with any payment or distribution with respect to the remaining portion of such warrant, exchangeable note or convertible note, as applicable.
(b) Notwithstanding anything to the contrary in Section 14.6(a), in no event shall Section 14.6(a) restrict or prevent:
(i) Company, GEN, Tenant or Subtenant (if applicable) from paying any (A) operating expenses (consistent with past practice), (B) employee related expenses, including salaries or bonuses (consistent with past practice), (C) to the exte...
Subordination of Payments to Affiliates. 14.6 “Subordination of Payments to Affiliates” of the Lease is hereby amended in its entirety as follows:
Subordination of Payments to Affiliates. After the occurrence of an Event of Default and until such Event of Default is cured, Tenant and Guarantor shall not make any payments or distributions (including, without limitation, fees, principal, interest, dividends, liquidating distributions, management fees, cash flow distributions or lease payments) to Guarantor, Manager (if applicable), any Affiliate, or any shareholder, member or partner of Tenant, Guarantor, Manager (if applicable) or any Affiliate. Notwithstanding the foregoing, Guarantor shall be permitted to pay dividends to shareholders and regularly scheduled salary and bonus payments (but no extraordinary salary, bonuses, or other compensation).
Subordination of Payments to Affiliates. The following language (in bold type) shall be added to the Section entitled "Subordination of Payment to Affiliates" appearing in the Article entitled "Negative Covenants" in each Sterling Lease:
Subordination of Payments to Affiliates. After the occurrence of an Event of Default and until such Event of Default is cured, no Tenant shall make any payments or distributions (including, without limitation, salary, bonuses, fees, principal, interest, dividends, liquidating distributions, management fees, cash flow distributions or lease payments) to any Guarantor or any Affiliate of any Tenant or any Guarantor, or any shareholder, member, partner or other equity interest holder of Tenant, any Guarantor or any Affiliate of any Tenant or Guarantor.
Subordination of Payments to Affiliates. 47 14.10 Change of Location or Name.....................................................................48
