Common use of Subsequent Bankruptcy: Waiver of Automatic Stay Clause in Contracts

Subsequent Bankruptcy: Waiver of Automatic Stay. (a) It is expressly agreed and understood by the parties hereto that, in the event First Mortgage Borrower, Borrower or the Collateral, or any portion thereof, shall be or become the subject of any bankruptcy proceeding or the property of any bankruptcy estate, the United States Bankruptcy Court for the Southern District of New York, (hereinafter referred to as the “Bankruptcy Court”) shall have the sole and exclusive jurisdiction of such bankruptcy proceeding. The parties hereto hereby further acknowledge and agree that any voluntary bankruptcy petition filed by First Mortgage Borrower or Borrower, or any involuntary bankruptcy petition caused to be filed by First Mortgage Borrower, Borrower or any Affiliate thereof against First Mortgage Borrower or Borrower (any such bankruptcy filing being hereinafter referred to as a “Bad Faith Filing”), or any other action by Borrower or such Persons, or any of them, to attempt in any manner to hinder, delay, impede, stay, void, rescind or nullify any lawful action taken by Lender to exercise its rights and remedies under this Agreement or any of the other Loan Documents, or at law or in equity, from and after the date hereof, or pursuant to any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceedings, would be in bad faith and contrary to the purposes of the bankruptcy laws, would be for the sole purpose of delaying, inhibiting or interfering with the exercise by Lender of its rights and remedies under this Agreement and the Loan Documents and would, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code. Without limitation of the foregoing, the parties hereto hereby further acknowledge and agree that, in the event of any Bad Faith Filing by or against First Mortgage Borrower, Borrower, or their respective successors, successors-in-interest or assigns, Lender shall be entitled to obtain upon ex parte application therefor, and without further notice or action of any kind or nature whatsoever, (i) an order from the Bankruptcy Court prohibiting the use of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan, and (ii) an order from the Bankruptcy Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of its rights and remedies pursuant to this Agreement, the Loan Documents, and at law and in equity. (b) Borrower shall not directly or indirectly oppose or otherwise defend against Lender’s effort to obtain relief from the stay pursuant to Section 9.5(a), above, and covenant and agree that Lender shall be entitled to the lifting of the stay pursuant to Section 9.5(a), above, without the necessity of an evidentiary hearing and without the necessity or requirement that Lender establish or prove the value of the Collateral, the lack of adequate protection of Lender’s interest in the Collateral, the lack of any reasonable prospect of reorganization with respect either to First Mortgage Borrower, Borrower or the Collateral, or Borrower’s lack of equity in the Collateral. (c) The waiver by Borrower of the Section 362 automatic stay contained in the Bankruptcy Code pursuant to Section 9.5(a) and (b) above, and the waiver of the Section 362 automatic and Section 105 supplemental stay contained in the Bankruptcy Code pursuant to Section 9.6, below, shall be unconditional and absolute, and Borrower hereby agrees not to directly or indirectly maintain before any court that such waiver of the automatic stay and supplemental stay should not be strictly enforced.

Subsequent Bankruptcy: Waiver of Automatic Stay. (a1) It is expressly agreed and understood by the parties hereto that, in the event First Mortgage the Property Owner, WASH, WASH Manager, Xxxxx Avenue Holdings, the Borrower, Borrower or the undersigned Guarantor, the Collateral, the Mortgaged Property, the Mezzanine Property, any other collateral for the Mortgage Loan, or any portion thereof, shall be or become the subject of any bankruptcy proceeding or the property of any bankruptcy estate, the United States Bankruptcy Court for the Southern District of New York, York (hereinafter referred to as the “"Bankruptcy Court”") shall have the sole and exclusive jurisdiction of such bankruptcy proceeding. The parties hereto hereby further acknowledge and agree that any voluntary bankruptcy petition filed by First Mortgage Borrower any of the Property Owner, WASH, WASH Manager, Xxxxx Avenue Holdings, the Borrower, or Borrowerthe Guarantor, or any involuntary bankruptcy petition caused to be filed by First Mortgage Borrowerany of the Property Owner, WASH, WASH Manager, Xxxxx Avenue Holdings, the Borrower or Guarantor, or any Affiliate affiliate thereof against First Mortgage any of the Property Owner, WASH, WASH Manager, Xxxxx Avenue Holdings, the Borrower or Borrower the Guarantor (any such bankruptcy filing being hereinafter referred to as a “"Bad Faith Filing”"), or any other action by the Borrower or such Persons, or any of them, to attempt in any manner to hinder, delay, impede, stay, void, rescind or nullify any lawful action taken by Lender Agent to exercise its rights and remedies under this Agreement or any of the other Loan Documents, or at law or in equity, from and after the date hereof, or pursuant to any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceedings, would be in bad faith and contrary to the purposes of the bankruptcy laws, would be for the sole purpose of delaying, inhibiting or interfering with the exercise by Lender Agent of its rights and remedies under this Agreement and the Loan Documents and would, in and of itself, constitute “"cause” " for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code. Without limitation of the foregoing, the parties hereto hereby further acknowledge and agree that, in the event of any Bad Faith Filing by or against First Mortgage any of the Property Owner, WASH, WASH Manager, Xxxxx Avenue Holdings, the Borrower, Borroweror Guarantor, or their respective successors, successors-in-interest or assigns, Lender Agent shall be entitled to obtain upon ex parte application therefor, and without further notice or action of any kind or nature whatsoever, (iA) an order from the Bankruptcy Court prohibiting the use of Lender’s “Agent's "cash collateral” " (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan, and (iiB) an order from the Bankruptcy Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender Agent to exercise all of its rights and remedies pursuant to this Agreement, the Loan Documents, and at law and in equity. (b2) Borrower shall The Borrower, WASH Manager, Xxxxx Avenue Holdings and the undersigned Guarantor covenant not to directly or indirectly oppose or otherwise defend against Lender’s Agent's effort to obtain relief from the stay pursuant to Section 9.5(a32(e)(1), above, and covenant and agree that Lender Agent shall be entitled to the lifting of the stay pursuant to Section 9.5(a32(e)(1), above, without the necessity of an evidentiary hearing and without the necessity or requirement that Lender Agent establish or prove the value of the Mortgaged Property, the Mezzanine Property or the Collateral, the lack of adequate protection of Lender’s Agent's interest in the Collateral, the lack of any reasonable prospect of reorganization with respect either to First Mortgage the Property Owner, WASH, WASH Manager, Xxxxx Avenue Holdings, the Borrower, Borrower the Guarantor, the Mortgaged Property, the Mezzanine Property or the Collateral, or the Borrower’s 's or the Guarantor's lack of equity in the Collateral. (c3) The waiver by Borrower the Borrower, WASH Manager, Xxxxx Avenue Holdings and the undersigned Guarantor of the Section 362 automatic stay contained in the Bankruptcy Code pursuant to Section 9.5(a32(e)(1) and (b) 2), above, and the waiver of the Section 362 automatic and Section 105 supplemental stay contained in the Bankruptcy Code pursuant to Section 9.632(f), below, shall be unconditional and absolute, and Borrower each of the Borrower, WASH Manager, Xxxxx Avenue Holdings and the undersigned Guarantor hereby agrees not agree never to directly or indirectly maintain before any court that such waiver of the automatic stay and supplemental stay should not be strictly enforced.

Subsequent Bankruptcy: Waiver of Automatic Stay. (a) It is expressly agreed and understood by the parties hereto that, in the event First Mortgage Borrower, Senior Mezzanine Borrower, Borrower or the Collateral, or any portion thereof, shall be or become the subject of any bankruptcy proceeding or the property of any bankruptcy estate, the United States Bankruptcy Court for the Southern District of New York, (hereinafter referred to as the “Bankruptcy Court”) shall have the sole and exclusive jurisdiction of such bankruptcy proceeding. The parties hereto hereby further acknowledge and agree that any voluntary bankruptcy petition filed by First Mortgage Borrower, Senior Mezzanine Borrower or Borrower, or any involuntary bankruptcy petition caused to be filed by First Mortgage Borrower, Senior Mezzanine Borrower, Borrower or any Affiliate thereof against First Mortgage Borrower, Senior Mezzanine Borrower or Borrower (any such bankruptcy filing being hereinafter referred to as a “Bad Faith Filing”), or any other action by Borrower or such Persons, or any of them, to attempt in any manner to hinder, delay, impede, stay, void, rescind or nullify any lawful action taken by Lender to exercise its rights and remedies under this Agreement or any of the other Loan Documents, or at law or in equity, from and after the date hereof, or pursuant to any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceedings, would be in bad faith and contrary to the purposes of the bankruptcy laws, would be for the sole purpose of delaying, inhibiting or interfering with the exercise by Lender of its rights and remedies under this Agreement and the Loan Documents and would, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code. Without limitation of the foregoing, the parties hereto hereby further acknowledge and agree that, in the event of any Bad Faith Filing by or against First Mortgage Borrower, Senior Mezzanine Borrower, Borrower, or their respective successors, successors-in-interest or assigns, Lender shall be entitled to obtain upon ex parte application therefor, and without further notice or action of any kind or nature whatsoever, (i) an order from the Bankruptcy Court prohibiting the use of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan, and (ii) an order from the Bankruptcy Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of its rights and remedies pursuant to this Agreement, the Loan Documents, and at law and in equity. (b) Borrower shall not directly or indirectly oppose or otherwise defend against Lender’s effort to obtain relief from the stay pursuant to Section 9.5(a9.5(a ), above, and covenant and agree that Lender shall be entitled to the lifting of the stay pursuant to Section 9.5(a), above, without the necessity of an evidentiary hearing and without the necessity or requirement that Lender establish or prove the value of the Collateral, the lack of adequate protection of Lender’s interest in the Collateral, the lack of any reasonable prospect of reorganization with respect either to First Mortgage Borrower, Senior Mezzanine Borrower, Borrower or the Collateral, or Borrower’s lack of equity in the Collateral. (c) The waiver by Borrower of the Section 362 automatic stay contained in the Bankruptcy Code pursuant to Section 9.5(a) and (b) above, and the waiver of the Section 362 automatic and Section 105 supplemental stay contained in the Bankruptcy Code pursuant to Section 9.6, below, shall be unconditional and absolute, and Borrower hereby agrees not to directly or indirectly maintain before any court that such waiver of the automatic stay and supplemental stay should not be strictly enforced.

Subsequent Bankruptcy: Waiver of Automatic Stay. (a) 1. It is expressly agreed and understood by the parties hereto that, in the event First Mortgage the Property Owner, the Borrower, Borrower the Managing Member, the Guarantor, any of the other Additional Pledgors or the Collateral, or any portion thereof, shall be or become the subject of any bankruptcy proceeding or the property of any bankruptcy estate, the United States Bankruptcy Court for the Southern District of New York, (hereinafter referred to as the “"Bankruptcy Court”") shall have the sole and exclusive jurisdiction of such bankruptcy proceeding. The parties hereto hereby further acknowledge and agree that any voluntary bankruptcy petition filed by First Mortgage Borrower the Property Owner, the Borrower, the Managing Member, the Guarantor or Borrowerany other Additional Pledgor, or any involuntary bankruptcy petition caused to be filed by First Mortgage the Property Owner, the Borrower, Borrower the Managing Member, the Guarantor, any other Additional Pledgor or any Affiliate affiliate thereof against First Mortgage Borrower the Property Owner, the Borrower, the Managing Member, the Guarantor or Borrower any other Additional Pledgor (any such bankruptcy filing being hereinafter referred to as a “"Bad Faith Filing”"), or any other action by Borrower or such Persons, or any of them, to attempt in any manner to hinder, delay, impede, stay, void, rescind or nullify any lawful action taken by Lender Agent to exercise its rights and remedies under this Agreement or any of the other Loan Documents, or at law or in equity, from and after the date hereof, or pursuant to any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceedings, would be in bad faith and contrary to the purposes of the bankruptcy laws, would be for the sole purpose of delaying, inhibiting or interfering with the exercise by Lender Agent of its rights and remedies under this Agreement and the Loan Documents and would, in and of itself, constitute “"cause” " for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code. Without limitation of the foregoing, the parties hereto hereby further acknowledge and agree that, in the event of any Bad Faith Filing by or against First Mortgage the Property Owner, the Borrower, Borrowerthe Managing Member, the Guarantor or any other Additional Pledgor, or their respective successors, successors-in-interest or assigns, Lender Agent shall be entitled to obtain upon ex parte application therefor, and without further notice or action of any kind or nature whatsoever, (i) an order from the Bankruptcy Court prohibiting the use of Lender’s “Agent's "cash collateral” " (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the LoanLoans, and (ii) an order from the Bankruptcy Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender Agent to exercise all of its rights and remedies pursuant to this Agreement, the Loan Documents, and at law and in equity. (b) Borrower shall 2. The Borrower, the Guarantor and the other Additional Pledgors covenant not to directly or indirectly oppose or otherwise defend against Lender’s Agent's effort to obtain relief from the stay pursuant to Section 9.5(a11.5(a), above, and covenant and agree that Lender Agent shall be entitled to the lifting of the stay pursuant to Section 9.5(a11.5(a), above, without the necessity of an evidentiary hearing and without the necessity or requirement that Lender Agent establish or prove the value of the Collateral, the lack of adequate protection of Lender’s Agent's interest in the Collateral, the lack of any reasonable prospect of reorganization with respect either to First Mortgage the Property Owner, the Borrower, Borrower the Managing Member, the Guarantor, the other Additional Pledgor or the Collateral, or the Borrower’s 's, the Managing Member's, the Guarantor's or the other Additional Pledgor's lack of equity in the Collateral. (c) 3. The waiver by Borrower the Borrower, the Guarantor, and the other Additional Pledgors of the Section 362 automatic stay contained in the Bankruptcy Code pursuant to Section 9.5(as 11.5(a) and (band(b) above, and the waiver of the Section 362 automatic and Section 105 supplemental stay contained in the Bankruptcy Code pursuant to Section 9.611.6, below, shall be unconditional and absolute, and Borrower each of the Borrower, the Guarantor, and the other Additional Pledgors hereby agrees not agree never to directly or indirectly maintain before any court that such waiver of the automatic stay and supplemental stay should not be strictly enforced.

Subsequent Bankruptcy: Waiver of Automatic Stay. (a1) It is expressly agreed and understood by the parties hereto that, in the event First Mortgage the Property Owner, the Borrower, Borrower the Guarantor, the Member, the Manager, the Mezzanine Property or the other Mezzanine Collateral, or any portion thereof, shall be or become the subject of any bankruptcy proceeding or the property of any bankruptcy estate, the United States Bankruptcy Court for the Southern District of New York, York (hereinafter referred to as the “"Bankruptcy Court”") shall have the sole and exclusive jurisdiction of such bankruptcy proceeding. The parties hereto hereby further acknowledge and agree that any voluntary bankruptcy petition filed by First Mortgage Borrower any of the Property Owner, the Borrower, the Guarantor, the Member or Borrowerthe Manager, or any involuntary bankruptcy petition caused to be filed by First Mortgage any of the Property Owner, the Borrower, Borrower Guarantor, the Member, the Manager or any Affiliate affiliate thereof against First Mortgage Borrower any of the Property Owner, the Borrower, the Member, the Guarantor or Borrower the Manager (any such bankruptcy filing being hereinafter referred to as a “"Bad Faith Filing”"), or any other action by the Borrower or such Persons, or any of them, to attempt in any manner to hinder, delay, impede, stay, void, rescind or nullify any lawful action taken by Lender Agent to exercise its rights and remedies under this Agreement or any of the other Loan Documents, or at law or in equity, from and after the date hereof, or pursuant to any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceedings, would be in bad faith and contrary to the purposes of the bankruptcy laws, would be for the sole purpose of delaying, inhibiting or interfering with the exercise by Lender Agent of its rights and remedies under this Agreement and the Loan Documents and would, in and of itself, constitute “"cause” " for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code. Without limitation of the foregoing, the parties hereto hereby further acknowledge and agree that, in the event of any Bad Faith Filing by or against First Mortgage any of the Property Owner, the Borrower, BorrowerGuarantor, the Member or the Manager, or their respective successors, successors-in-interest or assigns, Lender Agent shall be entitled to obtain upon ex parte application therefor, and without further notice or action of any kind or nature whatsoever, (iA) an order from the Bankruptcy Court prohibiting the use of Lender’s “Agent's "cash collateral” " (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan, and (iiB) an order from the Bankruptcy Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender Agent to exercise all of its rights and remedies pursuant to this Agreement, the Mezzanine Loan Documents, and at law and in equity. (b2) Borrower shall The Borrower, the undersigned Guarantor, the Member and the Manager covenant not to directly or indirectly oppose or otherwise defend against Lender’s Agent's effort to obtain relief from the stay pursuant to Section 9.5(a32(e)(1), above, and covenant and agree that Lender Agent shall be entitled to the lifting of the stay pursuant to Section 9.5(a32(e)(1), above, without the necessity of an evidentiary hearing and without the necessity or requirement that Lender Agent establish or prove the value of the Mezzanine Collateral or any other Collateral, the lack of adequate protection of Lender’s Agent's interest in the Mezzanine Collateral or any other Collateral, the lack of any reasonable prospect of reorganization with respect either to First Mortgage the Property Owner, the Borrower, Borrower the Guarantor, the Member, the Manager, or the Mezzanine Collateral or any other Collateral, or the Borrower’s 's, the Guarantor's, the Member's or the Manager's lack of equity in the Mezzanine Collateral. (c3) The waiver by Borrower the Borrower, the undersigned Guarantor, the Member and the Manager of the Section 362 automatic stay contained in the Bankruptcy Code pursuant to Section 9.5(a32(e)(1) and (b) 2), above, and the waiver of the Section 362 automatic and Section 105 supplemental stay contained in the Bankruptcy Code pursuant to Section 9.632(f), below, shall be unconditional and absolute, and Borrower each of the Borrower, the Member, the Manager and the Guarantor hereby agrees not agree never to directly or indirectly maintain before any court that such waiver of the automatic stay and supplemental stay should not be strictly enforced.

Subsequent Bankruptcy: Waiver of Automatic Stay. (a) It is expressly agreed and understood by the parties hereto that, in the event First Mortgage Borrower, Senior Mezzanine Borrower, Borrower or the Collateral, or any portion thereof, shall be or become the subject of any bankruptcy proceeding or the property of any bankruptcy estate, the United States Bankruptcy Court for the Southern District of New York, (hereinafter referred to as the “Bankruptcy Court”) shall have the sole and exclusive jurisdiction of such bankruptcy proceeding. The parties hereto hereby further acknowledge and agree that any voluntary bankruptcy petition filed by First Mortgage Borrower, Senior Mezzanine Borrower or Borrower, or any involuntary bankruptcy petition caused to be filed by First Mortgage Borrower, Senior Mezzanine Borrower, Borrower or any Affiliate thereof against First Mortgage Borrower, Senior Mezzanine Borrower or Borrower (any such bankruptcy filing being hereinafter referred to as a “Bad Faith Filing”), or any other action by Borrower or such Persons, or any of them, to attempt in any manner to hinder, delay, impede, stay, void, rescind or nullify any lawful action taken by Lender to exercise its rights and remedies under this Agreement or any of the other Loan Documents, or at law or in equity, from and after the date hereof, or pursuant to any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceedings, would be in bad faith and contrary to the purposes of the bankruptcy laws, would be for the sole purpose of delaying, inhibiting or interfering with the exercise by Lender of its rights and remedies under this Agreement and the Loan Documents and would, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code. Without limitation of the foregoing, the parties hereto hereby further acknowledge and agree that, in the event of any Bad Faith Filing by or against First Mortgage Borrower, Senior Mezzanine Borrower, Borrower, or their respective successors, successors-in-interest or assigns, Lender shall be entitled to obtain upon ex parte application therefor, and without further notice or action of any kind or nature whatsoever, (i) an order from the Bankruptcy Court prohibiting the use of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan, and (ii) an order from the Bankruptcy Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of its rights and remedies pursuant to this Agreement, the Loan Documents, and at law and in equity. (b) Borrower shall not directly or indirectly oppose or otherwise defend against Lender’s effort to obtain relief from the stay pursuant to Section 9.5(a), above, and covenant and agree that Lender shall be entitled to the lifting of the stay pursuant to Section 9.5(a), above, without the necessity of an evidentiary hearing and without the necessity or requirement that Lender establish or prove the value of the Collateral, the lack of adequate protection of Lender’s interest in the Collateral, the lack of any reasonable prospect of reorganization with respect either to First Mortgage Borrower, Senior Mezzanine Borrower, Borrower or the Collateral, or Borrower’s lack of equity in the Collateral. (c) The waiver by Borrower of the Section 362 automatic stay contained in the Bankruptcy Code pursuant to Section 9.5(a) and (b) above, and the waiver of the Section 362 automatic and Section 105 supplemental stay contained in the Bankruptcy Code pursuant to Section 9.6, below, shall be unconditional and absolute, and Borrower hereby agrees not to directly or indirectly maintain before any court that such waiver of the automatic stay and supplemental stay should not be strictly enforced.