Subordination Provisions. 26.1 This Lease (and Lessee's interest in the Demised Premises and Personal Property) shall be subject and subordinate to any and all mortgages or deeds of trust now or hereafter in force and affecting the Demised Premises (or any portion thereof) and/or the Personal Property, and to all renewals, modifications, consolidations, replacements and extensions thereof (any such Mortgage or deed of trust, as it may be renewed, modified, consolidated, replaced or extended is hereinafter referred to as a "Mortgage", and the holder or beneficiary of a Mortgage is hereinafter referred to as a "Mortgagee"), provided that, for other than Existing Mortgages (as defined below), Lessee receives a subordination, nondisturbance and attornment agreement in a commercially reasonable form satisfactory to such Mortgagee. Lessee agrees to execute, acknowledge and deliver upon demand such further instruments subordinating this Lease to any such Mortgage, or other liens or encumbrances as shall be desired by Lessor; provided, that Lessee receives a subordination, nondisturbance and attornment agreement, in a commercially reasonable form satisfactory to such Mortgagee. Furthermore, in connection with any mortgage loan pertaining to the Demised Premises existing as of the date of this Lease (an "Existing Mortgage"), Lessor agrees to use all commercially reasonable efforts to deliver to Lessee a nondisturbance agreement from the current Mortgagee in a form reasonably satisfactory to such Mortgagee on the Commencement Date or as soon as possible thereafter. Lessee further agrees that promptly after receipt of a request from any Mortgagee made at any time prior to foreclosure of its Mortgage, Lessee shall execute, acknowledge and deliver to such Mortgagee any instrument as such Mortgagee may reasonably request whereby Lessee agrees to subordinate and attorn to such Mortgagee, at such Mortgagee's election, after the foreclosure of its Mortgage or its acceptance of a deed in lieu of foreclosure, provided that Lessee concurrently receives a nondisturbance agreement in commercially reasonable form satisfactory to such Mortgagee. Lessee agrees further that any Mortgagee shall have the right to subordinate its Mortgage and its rights thereunder to this Lease, except that such Mortgagee shall be entitled to expressly exclude from such subordination the Mortgagee's rights, if any, to insurance proceeds and eminent domain awards in the event of a loss or casualty or eminent domain taking of the Demised Premises or any portion thereof. If such Mortgagee executes and records an instrument which purports to effect a partial or complete subordination of its Mortgage to this Lease, any rights of such Mortgagee to insurance proceeds or eminent domain awards which are expressly excluded from such subordination shall remain superior to the rights of Lessee.
Appears in 5 contracts
Samples: Lease Agreement (Sun Healthcare Group Inc), Lease Agreement (Sun Healthcare Group Inc), Lease Agreement (Sun Healthcare Group Inc)
Subordination Provisions. 26.1 This Lease (and Lessee's ’s interest in the Demised Premises and Personal Leased Property) shall be subject and subordinate to any and all mortgages or mortgages, deeds of trust trust, ground leases or leases now or hereafter in force and affecting the Demised Premises (or any portion thereof) and/or the Personal Property, and to all renewals, modifications, consolidations, replacements and extensions thereof (any such Mortgage or mortgage, deed of trust, ground lease or lease as it may be renewed, modified, consolidated, replaced or and extended is hereinafter referred to as “a "Mortgage"/Underlying Lease” or “any such Mortgage/Underlying Lease”, and the holder or beneficiary of a Mortgage Mortgage/Underlying Lease is hereinafter referred to as a "“Mortgagee"/Underlying Lessor”), provided that, for other than Existing Mortgages (as defined below), Lessee receives a subordination, nondisturbance and attornment agreement in a commercially reasonable form satisfactory to such Mortgagee. Lessee agrees to execute, acknowledge execute and deliver upon demand such further instruments subordinating this Lease to any such Mortgage/Underlying Lease, or other liens or encumbrances as shall be desired by Lessor; provided, that Lessee receives a subordination, nondisturbance and attornment agreement, in a commercially reasonable form satisfactory to such Mortgagee. Furthermore, in connection with any mortgage loan pertaining to the Demised Premises existing as of the date of this Lease (an "Existing Mortgage"), Lessor agrees to shall use all commercially reasonable efforts to deliver to Lessee a nondisturbance agreement from the current Mortgagee any such Mortgagee/Underlying Lessor, in a form reasonably satisfactory to such Mortgagee on the Commencement Date or as soon as possible thereafterMortgagee/Underlying Lessor. Lessee further agrees that promptly after receipt of a request from any Mortgagee Mortgagee/Underlying Lessor made at any time prior to foreclosure of its Mortgage/Underlying Lease, Lessee shall execute, acknowledge and deliver to such Mortgagee Mortgagee/Underlying Lessor any instrument as such Mortgagee Mortgagee/Underlying Lessor may reasonably request whereby Lessee agrees to subordinate and attorn to such Mortgagee/Underlying Lessor, at such Mortgagee's /Underlying Lessor’s election, after the foreclosure of its Mortgage (or its acceptance of a deed in lieu of foreclosure, provided that Lessee concurrently receives a nondisturbance agreement in commercially reasonable form satisfactory to such Mortgagee) of its Mortgage/Underlying Lease. Lessee agrees further that any Mortgagee Mortgagee/Underlying Lessor shall have the right to subordinate its Mortgage Mortgage/Underlying Lease and its rights thereunder to this Lease, except that such Mortgagee Mortgagee/Underlying Lessor shall be entitled to expressly exclude from such subordination the Mortgagee's /Underlying Lessor’s rights, if any, to insurance proceeds and eminent domain awards in the event of a loss or casualty or eminent domain taking of the Demised Premises Leased Property, or any portion thereof. If such Mortgagee Mortgagee/Underlying Lessor executes and records an instrument which purports to effect a partial or complete subordination of its Mortgage Mortgage/Underlying Lease to this Lease, this Lease shall not be terminated by a foreclosure of such Mortgage/Underlying Lease, but any rights of such Mortgagee Mortgagee/Underlying Lessor to insurance proceeds or eminent domain awards which are expressly excluded from such subordination shall remain superior to the rights of Lessee.
Appears in 2 contracts
Samples: Master Lease (Assisted 4 Living, Inc.), Master Lease (Assisted 4 Living, Inc.)
Subordination Provisions. 26.1 This Lease Sub-Sublease (and Lessee's interest in the Demised Premises and Personal Property) shall be subject and subordinate to any and all mortgages or deeds of trust now or hereafter in force and affecting the Demised Premises (or any portion thereof) and/or the Personal Property, and to all renewals, modifications, consolidations, replacements and extensions thereof (any such Mortgage or deed of trust, as it may be renewed, modified, consolidated, replaced or extended is hereinafter referred to as a "Mortgage", and the holder or beneficiary of a Mortgage is hereinafter referred to as a "Mortgagee"), provided that, for other than Existing Mortgages (as defined below), Lessee receives a subordination, nondisturbance and attornment agreement in a commercially reasonable form satisfactory to such Mortgagee. Lessee agrees to execute, acknowledge and deliver upon demand such further instruments subordinating this Lease Sub-Sublease to any such Mortgage, or other liens or encumbrances as shall be desired by Lessor; provided, that Lessee receives a subordination, nondisturbance and attornment agreement, in a commercially reasonable form satisfactory to such Mortgagee. Furthermore, in connection with any mortgage loan pertaining to the Demised Premises existing as of the date of this Lease (an "Existing Mortgage"), Lessor agrees to shall use all commercially reasonable efforts due diligence to deliver to Lessee a nondisturbance agreement from the current Mortgagee any such Mortgagee, in a form reasonably satisfactory to such Mortgagee on the Commencement Date or as soon as possible thereafterMortgagee. Lessee further agrees that promptly after receipt of a request from any Mortgagee made at any time prior to foreclosure of its Mortgage, Lessee shall execute, acknowledge and deliver to such Mortgagee any instrument as such Mortgagee may reasonably request whereby Lessee agrees to subordinate and attorn to such Mortgagee, at such Mortgagee's election, after the foreclosure of its Mortgage or its acceptance of a deed in lieu of foreclosure, provided that Lessee concurrently receives a nondisturbance agreement in commercially reasonable form satisfactory to such Mortgagee. Lessee agrees further that any Mortgagee shall have the right to subordinate its Mortgage and its rights thereunder to this LeaseSub-Sublease, except that such Mortgagee shall be entitled to expressly exclude from such subordination the Mortgagee's rights, if any, to insurance proceeds and eminent domain awards in the event of a loss or casualty or eminent domain taking of the Demised Premises or any portion thereof. If such Mortgagee executes and records an instrument which purports to effect a partial or complete subordination of its Mortgage to this LeaseSub-Sublease, any rights of such Mortgagee to insurance proceeds or eminent domain awards which are expressly excluded from such subordination shall remain superior to the rights of Lessee.
Appears in 1 contract
Subordination Provisions. 26.1 This Lease Zosano Pharma, Inc. LSA
(and Lessee's interest a) Without Lender’s prior written consent,
(i) the BMR Agreements shall not be amended or modified, or any rights or remedies thereunder waived, other than as permitted in the Demised Premises and Personal PropertyBMR Subordination Agreement;
(ii) shall be the Indebtedness owed to the 2013 Noteholders which is the subject and subordinate to any and all mortgages or deeds of trust now or hereafter in force and affecting the Demised Premises (or any portion thereof) and/or the Personal Property, and to all renewals, modifications, consolidations, replacements and extensions thereof (any such Mortgage or deed of trust, as it may be renewed, modified, consolidated, replaced or extended is hereinafter referred to as a "Mortgage"2013 Noteholders Subordination Agreement, and the holder agreement(s) underlying that Indebtedness, shall not be amended or beneficiary of a Mortgage is hereinafter referred to as a "Mortgagee")modified, provided thator any rights or remedies thereunder waived, for other than Existing Mortgages as permitted in the 2013 Noteholders Subordination Agreement; and
(iii) the Indebtedness owed to the 2014 Noteholders which is the subject of the 2014 Noteholders Subordination Agreement, and the agreement(s) underlying that Indebtedness, shall not be amended or modified, or any rights or remedies thereunder waived, other than as permitted in the 2014 Noteholders Subordination Agreement.
(b) Borrower shall provide Lender not less than 10 Business Days advance written notice (the “BMR Payment Notice”) of any amount proposed to be paid on account of any Indebtedness subordinated under the BMR Subordination Agreement and the date of such proposed payment, even if the BMR Subordination Agreement allows for such amount to be paid. Upon written request provided by Lender to Borrower after Lender’s receipt of the BMR Payment Notice, Lender may accelerate any or all of the entire Term Loan principal balance, all accrued but unpaid interest hereunder and any other outstanding Secured Obligations, whereupon such amounts shall immediately become due and payable. Under no circumstances shall Borrower make any payment of Subordinated Debt (as defined below)in the BMR Subordination Agreement) prior to paying all of the entire Term Loan principal balance, Lessee receives a subordination, nondisturbance all accrued but unpaid interest hereunder and attornment agreement in a commercially reasonable form satisfactory to such Mortgageeany other outstanding Secured Obligations. Lessee agrees to execute, acknowledge and deliver upon demand such further instruments subordinating this Lease to any such Mortgage, or other liens or encumbrances as A Prepayment Charge shall be desired by Lessor; provided, that Lessee receives a subordination, nondisturbance and attornment agreement, in a commercially reasonable form satisfactory to such Mortgagee. Furthermore, in connection with any mortgage loan pertaining apply to the Demised Premises existing as payment of all such amounts.
(c) Borrower shall provide Lender not less than 10 Business Days advance written notice (the “2013 Payment Notice”) of any amount proposed to be paid on account of any Indebtedness subordinated under the 2013 Noteholders Subordination Agreement and the date of this Lease (an "Existing Mortgage")such proposed payment, Lessor agrees even if the 2013 Noteholders Subordination Agreement allows for such amount to use all commercially reasonable efforts be paid. Upon written request provided by Lender to deliver to Lessee a nondisturbance agreement from the current Mortgagee in a form reasonably satisfactory to such Mortgagee on the Commencement Date or as soon as possible thereafter. Lessee further agrees that promptly Borrower after Lender’s receipt of a request from the 2013 Payment Notice, Lender may accelerate any Mortgagee made at or all of the entire Term Loan principal balance, all accrued but unpaid interest hereunder and any time other outstanding Secured Obligations, whereupon such amounts shall immediately become due and payable. Under no circumstances shall Borrower make any payment of Subordinated Debt (as defined in the 2013 Subordination Agreement) prior to foreclosure paying all of its Mortgagethe entire Term Loan principal balance, Lessee all accrued but unpaid interest hereunder and any other outstanding Secured Obligations. A Prepayment Charge shall executeapply to the payment of all such amounts. Zosano Pharma, acknowledge Inc. LSA
(d) Borrower shall provide Lender not less than 10 Business Days advance written notice (the “2014 Payment Notice”) of any amount proposed to be paid on account of any Indebtedness subordinated under the 2014 Noteholders Subordination Agreement and deliver the date of such proposed payment, even if the 2014 Noteholders Subordination Agreement allows for such amount to be paid. Upon written request provided by Lender to Borrower after Lender’s receipt of the 2014 Payment Notice, Lender may accelerate any or all of the entire Term Loan principal balance, all accrued but unpaid interest hereunder and any other outstanding Secured Obligations, whereupon such Mortgagee amounts shall immediately become due and payable. Under no circumstances shall Borrower make any instrument payment of Subordinated Debt (as such Mortgagee may reasonably request whereby Lessee agrees to subordinate and attorn to such Mortgagee, at such Mortgagee's election, after the foreclosure of its Mortgage or its acceptance of a deed in lieu of foreclosure, provided that Lessee concurrently receives a nondisturbance agreement in commercially reasonable form satisfactory to such Mortgagee. Lessee agrees further that any Mortgagee shall have the right to subordinate its Mortgage and its rights thereunder to this Lease, except that such Mortgagee shall be entitled to expressly exclude from such subordination the Mortgagee's rights, if any, to insurance proceeds and eminent domain awards defined in the event of a loss or casualty or eminent domain taking 2014 Subordination Agreement) prior to paying all of the Demised Premises or entire Term Loan principal balance, all accrued but unpaid interest hereunder and any portion thereofother outstanding Secured Obligations. If such Mortgagee executes and records an instrument which purports to effect a partial or complete subordination of its Mortgage to this Lease, any rights of such Mortgagee to insurance proceeds or eminent domain awards which are expressly excluded from such subordination A Prepayment Charge shall remain superior apply to the rights payment of Lesseeall such amounts.
Appears in 1 contract
Subordination Provisions. 26.1 This Lease (a) Each Subordinated Lender has acknowledged and Lessee's interest in agreed to the Demised Premises terms of the Senior Loan Agreement. All Obligations of the Borrower to the Subordinated Lenders under this Agreement and Personal Property) all related Significant Documents are and shall be at all times subject and subordinate to any and all mortgages or deeds of trust claims now or hereafter in force and affecting existing which the Demised Premises (Senior Lenders may have against the Borrower under the Senior Loan Agreement or any portion thereof) and/or of the Personal PropertySignificant Documents (and any and all extensions, and to all renewals, modifications, consolidationsreplacements and substitutions of or for the same), for so long as any such claim or claims of any Senior Lender under such documents shall exist.
(b) All claims of each Subordinated Lender against the Borrower now or hereafter existing under this Agreement, the Subordinated Notes and the Subordinated Lender Warrants (collectively, the “Subordinated Loan Documents”) are and shall be at all times subject and subordinate to any and all claims now or hereafter existing which any Senior Lender may have against the Borrower under the Senior Loan Agreement, the Senior Secured Notes and the Warrants issued to the Senior Lenders pursuant to the Senior Loan Agreement (collectively, the “Senior Loan Documents”) (and all extensions, renewals, modifications, replacements and extensions thereof (substitutions of or for the same), for so long as any such Mortgage claim or deed claims of trustthe Senior Lenders under the Senior Loan Documents shall exist.
(c) No Subordinated Lender shall (1) receive payment of or collect, in whole or in part, or sxx upon, any claim or claims now or hereafter existing which the Subordinated Lender may hold against the Borrower under the Subordinated Loan Documents; (2) sell, assign, transfer, pledge, hypothecate or encumber such claim or claims except subject expressly to this Agreement; (3) enforce any lien the Subordinated Lender may now or in the future have on any debt owing by the Borrower to such Subordinated Lender under the Subordinated Loan Documents; and/or (4) join in any petition in bankruptcy, assignment for the benefit of creditors or creditors’ agreement as a Subordinated Lender, except as directed by the Senior Lenders, in any of the foregoing events so long as any claim of any Senior Lender against the Borrower under the Senior Loan Documents, or commitment of any Senior Lender to extend credit to the Borrower under the Senior Loan Agreement, is in existence.
(d) No payments on any of the indebtedness owing by the Borrower to any Subordinated Lender under the Subordinated Loan Documents or otherwise shall be paid until the Senior Lenders have been indefeasibly paid in full all Obligations under the Senior Loan Documents, as it evidenced by written notice from the Senior Lenders to each Subordinated Lender. The subordination of claims of each Subordinated Lender hereunder shall remain in effect so long as there shall be outstanding any obligation of the Borrower to any Senior Lender under the Senior Loan Documents (for this purpose, the Borrower shall be deemed obligated to each Senior Lender under the Senior Loan Documents even if no amount is outstanding from such Senior Lender so long as such Senior Lender shall have outstanding any commitment to make any loan to the Borrower under the Senior Loan Documents, whether or not any such loan shall have been made or advanced).
(e) In the event that any Subordinated Lender receives a payment from the Borrower in violation of the terms of this Agreement, such Subordinated Lender (1) shall hold such money in trust for the benefit of the Senior Lenders, (2) shall segregate such payment from (and shall not commingle such payment with any of) the other funds of such Subordinated Lender, and (3) shall forthwith remit such payment to the Senior Lenders, pro rata based upon their respective Senior Lender Percentages.
(f) In case of (1) any assignment by the Borrower for the benefit of creditors, (2) any bankruptcy proceedings instituted by or against the Borrower, (3) the appointment of any receiver for the Borrower’s business or assets, or (4) any dissolution or winding up of the affairs of the Borrower, the Borrower and any assignee, trustee in bankruptcy, receiver, or other person or persons in charge, are hereby directed to pay to each Senior Lender the full amount of such Senior Lender’s claim against the Borrower under the Senior Loan Documents before making any payment of principal or interest to any Subordinated Lender under the Subordinated Loan Documents and each Subordinated Lender hereby sells, transfers, sets over and assigns to the Senior Lenders all claims that such Subordinated Lender may be renewed, modified, consolidated, replaced now or extended is hereinafter referred to as a "Mortgage"hereafter have against the Borrower under the Subordinated Loan Documents and in any security therefor, and the holder proceeds thereof, and all rights to any payments, dividends or beneficiary other distributions arising therefrom. If a Subordinated Lender does not file a proper claim or proof of a Mortgage debt in the form required in such proceeding prior to thirty (30) days before the expiration of the time to file such claim in such proceedings, then each Senior Lender shall have the right (but no obligation) to do so and is hereinafter referred hereby authorized to as a "Mortgagee")file an appropriate claim or claims for and on behalf of the Subordinated Lender.
(g) For violation of this Section 2.09, provided thateach Subordinated Lender shall be liable to the Senior Lenders for all loss and damage sustained by reason of such breach, for other than Existing Mortgages and upon any such violation, any Senior Lender may accelerate the maturity of its claims against the Borrower, at such Senior Lender’s option.
(as defined below)h) Each Subordinated Lender will, Lessee receives a subordinationat any time and from time to time, nondisturbance and attornment agreement in a commercially reasonable form satisfactory to such Mortgagee. Lessee agrees to execute, acknowledge promptly execute and deliver upon demand such all further instruments subordinating this Lease to any such Mortgageand documents, or other liens or encumbrances as shall be desired by Lessor; providedand take all further action, that Lessee receives a subordinationmay be reasonably necessary in order to protect any right or interest granted hereby or to enable the Senior Lenders to exercise and enforce their rights and remedies under the Senior Loan Documents.
(i) No Subordinated Lender will amend, nondisturbance and attornment agreementextend or in any way modify the terms of its claims against the Borrower under the Subordinated Loan Documents, in a commercially reasonable form satisfactory to as such Mortgagee. Furthermore, in connection with any mortgage loan pertaining to the Demised Premises existing terms exist as of the date of this Lease (an "Existing Mortgage")Agreement, Lessor without the prior written consent of the Senior Lenders. Each Subordinated Lender agrees to use provide to the Senior Lenders, upon the occurrence thereof, notice of the existence of any default (however defined or described) under any document or agreement relating to its claims against the Borrower under the Subordinated Loan Documents.
(j) All rights and interest of the Senior Lenders hereunder, and all commercially reasonable efforts agreements and obligations of each Subordinated Lender hereunder, shall remain in full force and effect irrespective of:
(i) any sale, assignment, pledge, encumbrance or other disposition of the claims of any Senior Lender under the Significant Documents against the Borrower (the “Senior Claims”) and/or any document or instrument executed in connection therewith;
(ii) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Claims, or any refinancing thereof, or any other amendment, modification, extension or renewal of or waiver of or any consent to deliver to Lessee a nondisturbance agreement from the current Mortgagee in a form reasonably satisfactory to such Mortgagee on the Commencement Date or as soon as possible thereafter. Lessee further agrees that promptly after receipt of a request departure from any Mortgagee made document or instrument relating thereto, including, without limitation, changes in the terms of the repayment of loan proceeds, modifications, extensions or renewals of payment dates, changes in interest rate or the advancement of additional funds by any Senior Lender in its sole discretion under the Significant Documents; or
(iii) any exchange, release or nonperfection of any security interest in any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Senior Claims.
(k) The provisions of this Section 2.09 shall continue to be effective or be reinstated, as the case may be, if at any time prior to foreclosure any payment or performance of its Mortgage, Lessee shall execute, acknowledge and deliver to such Mortgagee any instrument as such Mortgagee may reasonably request whereby Lessee agrees to subordinate and attorn to such Mortgagee, at such Mortgagee's election, after the foreclosure of its Mortgage or its acceptance of a deed in lieu of foreclosure, provided that Lessee concurrently receives a nondisturbance agreement in commercially reasonable form satisfactory to such Mortgagee. Lessee agrees further that any Mortgagee shall have the right to subordinate its Mortgage and its rights thereunder to this Lease, except that such Mortgagee shall be entitled to expressly exclude from such subordination the Mortgagee's rights, if any, to insurance proceeds and eminent domain awards in the event of a loss or casualty or eminent domain taking of the Demised Premises all or any portion of the Senior Claims is rescinded or must otherwise be returned by any Senior Lender or any other party to the documents relating thereto upon the insolvency, bankruptcy or reorganization of any such party or otherwise, all as though such payment had not been made.
(l) Each Subordinated Lender hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Agreement and any requirement that any Senior Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against such Subordinated Lender or any other person or entity or any Collateral.
(m) No failure on the part of any Senior Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. If The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
(n) No amendment or waiver of any provision of this Agreement nor consent to any departure by any Subordinated Lender therefrom shall in any event be effective unless the same shall be in writing and signed by the Senior Lenders, and then such Mortgagee executes waiver or consent shall be effective only in the specific instance and records an instrument for the specific purpose for which purports given.
(o) Each Subordinated Lender agrees to effect a partial or complete subordination pay, upon demand, to each Senior Lender the amount of any and all expenses, including the reasonable fees and expenses of its Mortgage counsel and all court costs and other reasonable litigation expenses, including but not limited to expert witness fees, document copying expenses, exhibit preparation costs, and courier, postage and communication expenses, which such Senior Lender may incur in connection with the exercise or enforcement of any of its rights or interest hereunder against such Subordinated Lender if the Subordinated Lender violates this Lease, any rights of such Mortgagee to insurance proceeds or eminent domain awards which are expressly excluded from such subordination shall remain superior to the rights of LesseeSection 2.09.
Appears in 1 contract
Samples: Subordinated Loan and Security Agreement (Specialty Underwriters Alliance, Inc.)
Subordination Provisions. 26.1 This Lease (All Note Indebtedness is and Lessee's interest shall remain subordinate and junior in right of payment to all payments of Senior Indebtedness, whether now outstanding or hereafter incurred, to the extent and in the Demised Premises manner provided in this Section 11:
(a) In the event of any insolvency or bankruptcy proceedings, and Personal Property) any receivership, liquidation, reorganization, arrangement or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be subject and subordinate entitled to any and receive from the Company payment in full of all mortgages Senior Indebtedness owed thereby in cash or deeds other property acceptable to the holders of trust now or hereafter in force and affecting the Demised Premises Senior Indebtedness (or to have such payment duly provided for in a manner satisfactory to the holders of said Senior Indebtedness) before the holders of the Note Indebtedness are entitled to receive any portion thereof) and/or payment from the Personal PropertyCompany in respect of the Note Indebtedness owed thereby, and to all renewalsthat end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, modificationswhether in cash or property or Securities, consolidations, replacements and extensions thereof (which may be payable or deliverable in any such Mortgage proceedings in respect of the Note Indebtedness, excepting only Securities which are in all respects subordinate and junior in right of payment to the payment in full of all Senior Indebtedness then due and owing upon terms substantially similar to those contained in this Agreement.
(b) Upon the happening of any Senior Payment Default, the holders of the Note Indebtedness shall not be entitled to receive any payment on account thereof during the period beginning on the date such Senior Payment Default shall occur and ending upon the earliest of (1) the date such Senior Payment Default has been waived in writing by the Required Lenders of the related Senior Indebtedness, (2) the date on which notice that such Senior Payment Default shall have ceased to exist is given by the Required Lenders, or deed an authorized agent of trustsuch Required lenders, as it may be renewedif any, modifiedof the related Senior Indebtedness to the holders of the Note Indebtedness (or, consolidatedat the option of the holders of Senior Indebtedness, replaced by the Company), and (3) the date on which such Senior Payment Default has been cured. Upon the expiration of any period during which payments to the holders of Note Indebtedness were withheld pursuant to this paragraph (b), but subject to the provisions of paragraph (c) below, the Company shall promptly make all payments to the holders of Note Indebtedness so withheld.
(c) Upon the happening of any Senior Event of Default and the giving of written notice thereof by the Required Lenders of the related Senior Indebtedness or extended is hereinafter an authorized agent of such Required Lenders, if any, to the holders of the Note Indebtedness and to the Company in the manner provided in Section 19 hereof (the date on which both such conditions have been satisfied being herein referred to as a "MortgageBlockage Commencement Date"), then the holders of the Note Indebtedness shall not be entitled to receive any payment on account thereof during the period beginning on the Blockage Commencement Date and ending upon the earliest of (1) the date such Senior Event of Default has been waived in writing by the Required Lenders, or by an authorized agent for the Required Lenders, if any, of the Senior Indebtedness with respect to which such Senior Event of Default shall have occurred, (2) the date on which notice that such Senior Event of Default shall have ceased to exist is given by the Required Lenders, or an authorized agent of such Required Lenders, if any, of the Senior Indebtedness with respect to which such Senior Event of Default shall have occurred to the holders of Note Indebtedness (or, at the option of the holders of the related Senior Indebtedness, by the Company), (3) the date on which such Senior Event of Default has been cured and (4) the date which is (A) the 180th day after the Blockage Commencement Date in the case of a Material Senior Covenant Default or (B) the 90th day after the Blockage Commencement Date in the case of any Other Senior Event of Default; provided, however, that (i) no more than one blockage period under this paragraph (c) may occur during any period of 270 consecutive days, (ii) no more than four blockage periods under this paragraph (c) may occur while the Note Indebtedness remains outstanding, and (iii) no facts or circumstances constituting a Senior Event of Default existing on any Blockage Commencement Date may be used as a basis for any subsequent blockage period unless cured, waived or otherwise do not exist for a period of not less than 90 days, it being understood that any Senior Event of Default arising under a covenant tested on the last day of a fiscal period shall be deemed to continue until the next testing date unless prior thereto evidence that such Senior Event of Default has been cured, waived or otherwise ceases to exist is delivered by the Company to the holders of the Note Indebtedness. Upon the expiration of any period during which payments to the holders of Note Indebtedness were withheld pursuant to this paragraph (c), but subject to the provisions of paragraph (b) above, the Company shall promptly make all payments to the holders of Note Indebtedness so withheld.
(d) The Company shall not make, and the holder holders of Note Indebtedness shall not accept, any payment or beneficiary prepayment of principal on the Notes prior to April 30, 2004 if a Mortgage is hereinafter referred to Senior Event of Default would occur as a "Mortgagee")result of such payment.
(e) No holder of Note Indebtedness shall commence judicial enforcement of any of the rights and remedies under this Agreement, provided thatthe Notes or any other document or instrument pertaining thereto, for including, without limitation, the initiation of any insolvency, bankruptcy, liquidation, readjustment, reorganization or other than Existing Mortgages similar proceedings relative to the Company or its property or any Subsidiary or its property, unless prior thereto the applicable Standstill Period (as defined below)) shall have expired, Lessee receives a subordinationwhich period shall have commenced on the date on which such holder of Note Indebtedness shall have provided the holders of Senior Indebtedness outstanding under the Senior Credit Agreement and the Senior Private Placement Agreement (or if the holders of such Senior Indebtedness have an authorized agent, nondisturbance and attornment agreement in a commercially reasonable form satisfactory then to such Mortgagee. Lessee agrees to execute, acknowledge and deliver upon demand such further instruments subordinating this Lease authorized agent) with written notice of the Event of Default giving rise to any such Mortgageremedy, suit or other liens or encumbrances as shall be desired by Lessorproceeding; provided, however, that Lessee receives the restrictions contained in this paragraph (e) shall not apply with respect to the Company (i) to the extent necessary solely to prevent the expiration of any applicable statute of limitations or similar law, or (ii) after the earliest to occur of (x) the commencement of any insolvency, bankruptcy, receivership, liquidation or reorganization proceedings or arrangements relative to the Company or any Subsidiary (other than any such proceeding or arrangement initiated by any holder of Note Indebtedness), (y) the acceleration of all Senior Indebtedness outstanding under any one of the Senior Credit Documents or (z) the initiation by any holder of Senior Indebtedness of any suit, action or proceeding in the nature of a subordinationforeclosure to enforce any rights, nondisturbance and attornment agreementpowers or remedies of the holders of the Senior Indebtedness with respect thereto. As used herein, in a commercially reasonable form satisfactory to such Mortgagee. Furthermore, the term "Standstill Period" means (A) in connection with any mortgage loan pertaining Standstill Period initiated at the time a Material Senior Covenant Default or Senior Payment Default exists, 180 days and (B) in connection with any Standstill Period initiated at any other time, 60 days.
(f) In the event that any holder of Note Indebtedness shall obtain any cash or other assets of the Company, whether by voluntary action of the Company, as a result of any administrative, legal or equitable action, or otherwise, in violation of the provisions of this Section 11, such holder of Note Indebtedness shall hold such cash or other assets in trust for the benefit of the holders of Senior Indebtedness and if, within 360 days of receipt of such cash or other assets, such holder obtains actual knowledge that such payment is in violation of the provisions of this Section 11 or is notified in writing of such fact by the Required Lenders or by an authorized agent for the Required Lenders, then such holder shall pay, deliver and assign to the Demised Premises existing as holders of the date Senior Indebtedness such cash or other assets for application to the Senior Indebtedness (to the extent necessary to pay the remaining Senior Indebtedness in full) within 30 days of its receipt of such knowledge or notification. Any payment, delivery or assignment of cash or other assets by the holders of Note Indebtedness to the holders of Senior Indebtedness pursuant to this Lease paragraph (an "Existing Mortgage"f) shall be made pursuant to the instructions of the Required Lenders.
(g) The Company will give prompt written notice to the holders of Note Indebtedness of any default under any Senior Indebtedness and shall promptly upon request provide to the holders of the Note Indebtedness the names and addresses of the holders of the Senior Indebtedness, and the name and address of any agent acting on their behalf. In addition, the Company agrees to promptly notify the holders of Note Indebtedness of the cure, waiver or other cessation of any such default under any Senior Indebtedness. If any notice sent by the Company to the holders of the Notes pursuant to this Section 11 states that certain conditions exist under any Senior Credit Document (including, but not limited to, the cure, waiver or cessation of any Senior Event of Default), Lessor agrees then the existence of such conditions shall be demonstrated to use all commercially reasonable efforts to deliver to Lessee a nondisturbance agreement from the current Mortgagee in a form reasonably satisfactory to such Mortgagee on satisfaction of the Commencement Date or as soon as possible thereafter. Lessee further agrees that promptly after receipt holders of the Notes, including, if so required by the holders of Note Indebtedness, by delivery of a request from copy of any Mortgagee made waiver, agreement or other instrument delivered by the holders of Senior Indebtedness. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time prior or in any way be prejudiced or impaired by any failure to foreclosure act on the part of its Mortgagethe Company, Lessee shall executeor by any noncompliance by the Company with the terms, acknowledge provisions and deliver to such Mortgagee covenants of this Agreement, regardless of any instrument as such Mortgagee may reasonably request whereby Lessee agrees to subordinate and attorn to such Mortgagee, at such Mortgagee's election, after the foreclosure of its Mortgage or its acceptance of a deed in lieu of foreclosure, provided that Lessee concurrently receives a nondisturbance agreement in commercially reasonable form satisfactory to such Mortgagee. Lessee agrees further knowledge thereof that any Mortgagee such holder of Senior Indebtedness may have or be otherwise charged with. The provisions hereof are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness, on the one hand, and the holders of the Note Indebtedness, on the other hand, and nothing herein shall have impair, as between the right Company and the holders of the Note Indebtedness, the obligation of the Company, which is unconditional and absolute, to subordinate its Mortgage pay to the holders of the Note Indebtedness the entire amount thereof in accordance with the terms of the Note Indebtedness and its rights thereunder this Agreement, nor shall anything herein prevent the holder of any Note Indebtedness from exercising all remedies otherwise permitted by applicable law or under this Agreement or the Note Indebtedness upon default under this Agreement or the Note Indebtedness, subject to this Lease, except that such Mortgagee shall be entitled to expressly exclude from such subordination the Mortgagee's rights, if any, to insurance proceeds of holders of Senior Indebtedness as herein provided (including the terms of this Section 11). In furtherance and eminent domain awards not in the event of a loss or casualty or eminent domain taking limitation of the Demised Premises foregoing provision, no provision of this Agreement shall prevent or be deemed or construed to prevent any portion thereofholder of Note Indebtedness from accelerating the maturity thereof in accordance with the provisions of Section 13.1 hereof. If such Mortgagee executes and records an instrument which purports Upon payment in full of the Senior Indebtedness in cash or other property acceptable to effect a partial or complete subordination the holders of its Mortgage to this Leasethe Senior Indebtedness, any rights the holders of such Mortgagee to insurance proceeds or eminent domain awards which are expressly excluded from such subordination the Note Indebtedness shall remain superior be subrogated to the rights of Lesseethe holders of the Senior Indebtedness to receive payments or distributions of assets of the Company made on or in respect of Senior Indebtedness until all principal, prepayment charge or Make-Whole Amount, if any, and interest due under the Note Indebtedness and all other amounts payable to the holders of the Note Indebtedness shall be paid in full, and, for the purposes of such subrogation, no payments to the holders of Senior Indebtedness of any cash, property, stock or obligations to which the holders of the Note Indebtedness were entitled shall, as between the Company, its creditors (other than the holders of Senior Indebtedness) and the holders of the Note Indebtedness, be deemed to be a payment by the Company to or on account of Senior Indebtedness. In the event of any of the proceedings referred to in paragraph (a) above, if any holder of Note Indebtedness has not filed any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of the Company in respect of the Note Indebtedness held by such holder within 30 days before the expiration of the time to file the same, then and in such event, but only in such event, any holder of the Senior Indebtedness may notify such holder in the manner provided in Section 19 of such fact and that such holder of the Senior Indebtedness shall, if such claim, proof of claim or other instrument of similar character is not so filed by such holder of Note Indebtedness at least 15 days before the expiration of the time to file the same, as an attorney-in-fact for such holder of Note Indebtedness, file any claim, proof of claim or such other instrument of similar character on behalf of such holder of Note Indebtedness. At any time within 10 days prior to the expiration of the time to file such claim, proof of claim or other instrument, if such holder of Note Indebtedness has not so filed the same, the holder of the Senior Indebtedness which has complied with the notice provisions in the immediately preceding sentence may, then, as attorney-in-fact for such holder of Note Indebtedness and at its sole expense, file such claim, proof of claim or other instrument. Notwithstanding the foregoing, the holder of Note Indebtedness which has not filed such claim, proof of claim or other instruments shall nevertheless retain all rights to enforce and vote such claim, proof of claim or other instrument in its capacity as the holder of such Note Indebtedness. By its acceptance of any Note, each holder of Note Indebtedness evidenced thereby acknowledges and agrees that:
(i) the provisions of this Section 11 are for the benefit of and may be enforced by the holders of the Senior Indebtedness; and
(ii) the holders of the Notes will not amend the provisions of this Section 11 (or any definition used in this Section 11 which is material to the subordination provided herein) without the prior written consent of the Required Lenders. Any amendment to this Section 11 or such definitions without such prior written consent shall be ineffective.
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Subordination Provisions. 26.1 This Lease (and Lessee's interest in the Demised Premises and Personal Property) shall be subject and subordinate to any and all mortgages or deeds of trust now or hereafter in force and affecting the Demised Premises (or any portion thereof) and/or the Personal Property, and to all renewals, modifications, consolidations, replacements and extensions thereof (any such Mortgage or deed of trust, as it may be renewed, modified, consolidated, replaced or extended is hereinafter referred to as a "Mortgage", and the holder or beneficiary of a Mortgage is hereinafter referred to as a "Mortgagee"), provided that, for other than Existing Mortgages (as defined below), Lessee receives a subordination, nondisturbance and attornment agreement in a commercially reasonable form satisfactory to such Mortgagee. Lessee agrees to execute, acknowledge and deliver upon demand such further instruments subordinating this Lease to any such Mortgage, or other liens or encumbrances as shall be desired by Lessor; provided, that Lessee receives a subordination, nondisturbance and attornment agreement, in a commercially reasonable form satisfactory to such Mortgagee. Furthermore, in connection with any mortgage loan pertaining to the Demised Premises existing as of the date of this Lease (an "Existing Mortgage"), Lessor agrees to shall use all commercially reasonable efforts due diligence to deliver to Lessee a nondisturbance agreement from the current Mortgagee any such Mortgagee, in a form reasonably satisfactory to such Mortgagee on the Commencement Date or as soon as possible thereafterMortgagee. Lessee further agrees that promptly after receipt of a request from any Mortgagee made at any time prior to foreclosure of its Mortgage, Lessee shall execute, acknowledge and deliver to such Mortgagee any instrument as such Mortgagee may reasonably request whereby Lessee agrees to subordinate and attorn to such Mortgagee, at such Mortgagee's election, after the foreclosure of its Mortgage or its acceptance of a deed in lieu of foreclosure, provided that Lessee concurrently receives a nondisturbance agreement in commercially reasonable form satisfactory to such Mortgagee. Lessee agrees further that any Mortgagee shall have the right to subordinate its Mortgage and its rights thereunder to this Lease, except that such Mortgagee shall be entitled to expressly exclude from such subordination the Mortgagee's rights, if any, to insurance proceeds and eminent domain awards in the event of a loss or casualty or eminent domain taking of the Demised Premises or any portion thereof. If such Mortgagee executes and records an instrument which purports to effect a partial or complete subordination of its Mortgage to this Lease, any rights of such Mortgagee to insurance proceeds or eminent domain awards which are expressly excluded from such subordination shall remain superior to the rights of Lessee.
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Subordination Provisions. 26.1 25.1 This Lease (and Lessee's Tenant’s interest in the Demised Premises and Personal Leased Property) shall be subject and subordinate to any and all mortgages or deeds of trust now or hereafter in force and affecting the Demised Premises (or any portion thereof) and/or the Landlord’s Personal Property, and to all renewals, modifications, consolidations, replacements and extensions thereof (any such Mortgage mortgage or deed of trust, as it may be renewed, modified, consolidated, replaced or and extended is hereinafter referred to as “a "Mortgage"” or “any such Mortgage”, and the holder or beneficiary of a Mortgage is hereinafter referred to as a "“Mortgagee"”), provided that, for other than Existing Mortgages (as defined below), Lessee receives a subordination, nondisturbance and attornment agreement in a commercially reasonable form satisfactory to such Mortgagee. Lessee Tenant agrees to execute, acknowledge execute and deliver upon demand such further instruments subordinating this Lease to any such Mortgage, or other liens or encumbrances as shall be desired by LessorLandlord; provided, that Lessee receives Landlord shall deliver to Tenant a subordination, nondisturbance and attornment agreementexecuted by any such Mortgagee, in a commercially reasonable form satisfactory to such Mortgagee. Furthermore, in connection with any mortgage loan pertaining to the Demised Premises existing as of the date of this Lease (an "Existing Mortgage"), Lessor agrees to use all commercially reasonable efforts to deliver to Lessee a nondisturbance agreement from the current Mortgagee in a form reasonably satisfactory to such Mortgagee on the Commencement Date or as soon as possible thereafter. Lessee further agrees that promptly after receipt of a request from any Mortgagee made at any time prior to foreclosure of its Mortgage, Lessee shall execute, acknowledge Tenant and deliver to such Mortgagee any instrument as such Mortgagee may reasonably request whereby Lessee agrees to subordinate and attorn to such Mortgagee, at such Mortgagee's election, after the foreclosure of its Mortgage or its acceptance of a deed in lieu of foreclosure, provided that Lessee concurrently receives a nondisturbance agreement in commercially reasonable form satisfactory to such Mortgagee. Lessee Tenant agrees further that any Mortgagee shall have the right to subordinate its Mortgage and its rights thereunder to this Lease, except that such Mortgagee shall be entitled to expressly exclude from such subordination the Mortgagee's ’s rights, if any, to insurance proceeds and eminent domain awards in the event of a loss or casualty or eminent domain taking of the Demised Premises Leased Property, or any portion thereof. If such Mortgagee executes and records an instrument which that purports to effect a partial or complete subordination of its Mortgage to this Lease, this Lease shall not be terminated by a foreclosure of such Mortgage, but any rights of such Mortgagee to insurance proceeds or eminent domain awards which that are expressly excluded from such subordination shall remain superior to the rights of LesseeTenant.
25.2 During the existence of any material uncured default on the part of Tenant under this Lease, all fees, payments or other obligations of Tenant to any of the Guarantors or to any of the members of a Guarantor shall be subordinate to the prior payment in full of all obligations owing to Landlord under this Lease.
25.3 Tenant also acknowledges and agrees that all rights and payments due under any management, consulting or similar agreement or agreements relative to the operation of a Facility by or on behalf of Tenant are to be and are hereby made subordinate to Tenant’s full payment and performance of all obligations under this Master Lease to Landlord. As a result, if an Event of Default occurs and during the continuance of an Event of Default or if an event or circumstance occurs, which with notice or the passage of time or both would become and Event of Default, then any and all payments otherwise due and owing to the manager or other party to such agreement(s) by Tenant shall cease and remain suspended until the Event of Default is cured or, if applicable, such other event or circumstance which might become an Event of Default no longer exists. Upon resumption of payments, any applicable arrearage may be repaid in accordance with a payment schedule as agreed between Tenant and such manager with Landlord’s approval which shall not be unreasonably withheld.
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Subordination Provisions. 26.1 This Lease (and Lessee's interest in the Demised Premises and Personal Property) shall be subject and subordinate to any and all mortgages or deeds of trust now or hereafter in force and affecting the Demised Premises (or any portion thereof) and/or the Personal Property, and to all renewals, modifications, consolidations, replacements and extensions thereof (any such Mortgage or deed of trust, as it may be renewed, modified, consolidated, replaced or extended is hereinafter referred to as a "Mortgage", and the holder or beneficiary of a Mortgage is hereinafter referred to as a "Mortgagee"), provided that, for other than Existing Mortgages (as defined below), Lessee receives a subordination, nondisturbance and attornment agreement in a commercially reasonable form satisfactory to such Mortgagee. Lessee agrees to execute, acknowledge and deliver upon demand such further instruments subordinating this Lease to any such Mortgage, or other liens or encumbrances as shall be desired by Lessor; provided, that Lessee receives a subordination, nondisturbance and attornment agreement, in a commercially reasonable form satisfactory to such Mortgagee. Furthermore, in connection with any mortgage loan pertaining to the Demised Premises existing as of the date of this Lease (an "Existing Mortgage"), Lessor agrees to use all commercially reasonable efforts to deliver to Lessee a nondisturbance agreement from the current Mortgagee in a form reasonably satisfactory to such Mortgagee on the Commencement Date or as soon as possible thereafter. Lessee further agrees that promptly after receipt of a request from any Mortgagee made at any time prior to foreclosure of its Mortgage, Lessee shall execute, acknowledge and deliver to such Mortgagee any instrument as such Mortgagee may reasonably request whereby Lessee agrees to subordinate and attorn to such Mortgagee, at such Mortgagee's election, after the foreclosure of its Mortgage or its acceptance of a deed in lieu of foreclosure, provided that Lessee concurrently receives a nondisturbance agreement in commercially reasonable form satisfactory to such Mortgagee. Lessee agrees further that any Mortgagee shall have the right to subordinate its Mortgage and its rights thereunder to this Lease, except that such Mortgagee shall be entitled to expressly exclude from such subordination the Mortgagee's rights, if any, to insurance proceeds and eminent domain awards in the event of a loss or casualty or eminent domain taking of the Demised Premises or any portion thereof. If such Mortgagee executes and records an instrument which purports to effect a partial or complete subordination of its Mortgage to this Lease, any rights of such Mortgagee to insurance proceeds or eminent domain awards which are expressly excluded from such subordination shall remain superior to the rights of Lessee.receives
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Subordination Provisions. 26.1 24.1 This Lease (and Lessee's Tenant’s interest in the Demised Premises and Personal Leased Property) shall be subject and subordinate to any and all mortgages or mortgages, deeds of trust trust, ground leases or leases now or hereafter in force and affecting the Demised Premises (or any portion thereof) and/or the Personal Property, and to all renewals, modifications, consolidations, replacements and extensions thereof (any such Mortgage or mortgage, deed of trust, ground lease or lease as it may be renewed, modified, consolidated, replaced or and extended is hereinafter referred to as “a "Mortgage"/Underlying Lease” or “any such Mortgage/Underlying Lease”, and the holder or beneficiary of a Mortgage Mortgage/Underlying Lease is hereinafter referred to as a "“Mortgagee"/Underlying Lessor”), provided that, for other than Existing Mortgages (as defined below), Lessee receives a subordination, nondisturbance and attornment agreement in a commercially reasonable form satisfactory to such Mortgagee. Lessee Tenant agrees to execute, acknowledge execute and deliver upon demand such further instruments subordinating this Lease to any such Mortgage/Underlying Lease, or other liens or encumbrances as shall be desired by LessorLandlord; provided, that Lessee receives Landlord shall deliver to Tenant a subordination, nondisturbance and attornment agreementexecuted by any such Mortgagee/Underlying Lessor, in a commercially reasonable form satisfactory to such Mortgagee. Furthermore, in connection with any mortgage loan pertaining to the Demised Premises existing as of the date of this Lease (an "Existing Mortgage"), Lessor agrees to use all commercially reasonable efforts to deliver to Lessee a nondisturbance agreement from the current Mortgagee in a form reasonably satisfactory to such Mortgagee on the Commencement Date or as soon as possible thereafter. Lessee further agrees that promptly after receipt of a request from any Mortgagee made at any time prior to foreclosure of its Mortgage, Lessee shall execute, acknowledge Tenant and deliver to such Mortgagee any instrument as such Mortgagee may reasonably request whereby Lessee agrees to subordinate and attorn to such Mortgagee, at such Mortgagee's election, after the foreclosure of its Mortgage or its acceptance of a deed in lieu of foreclosure, provided that Lessee concurrently receives a nondisturbance agreement in commercially reasonable form satisfactory to such Mortgagee/Underlying Lessor. Lessee Tenant agrees further that any Mortgagee Mortgagee/Underlying Lessor shall have the right to subordinate its Mortgage Mortgage/Underlying Lease and its rights thereunder to this Lease, except that such Mortgagee Mortgagee/Underlying Lessor shall be entitled to expressly exclude from such subordination the Mortgagee's /Underlying Lessor’s rights, if any, to insurance proceeds and eminent domain awards in the event of a loss or casualty or eminent domain taking of the Demised Premises Leased Property, or any portion thereof. If such Mortgagee Mortgagee/Underlying Lessor executes and records an instrument which that purports to effect a partial or complete subordination of its Mortgage Mortgage/Underlying Lease to this Lease, this Lease shall not be terminated by a foreclosure of such Mortgage/Underlying Lease, but any rights of such Mortgagee Mortgagee/Underlying Lessor to insurance proceeds or eminent domain awards which that are expressly excluded from such subordination shall remain superior to the rights of LesseeTenant.
24.2 During the existence of any Event of Default on the part of Tenant under this Lease that remains uncured beyond any applicable notice and cure period, all fees, payments or other obligations of Tenant to Guarantor or to any of the members of Guarantor in excess of a 3% management fee shall be subordinate to the prior payment in full of all obligations owing to Landlord under this Lease.
24.3 The provisions of this Article 24 shall not be deemed or construed to limit Tenant’s and Guarantor’s rights, and the benefits to Tenant and Guarantor, under Articles 17 and 22 and of this Lease and under the Lease Guaranty.
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