Intentionally Omitted; and. (i) other Liens securing obligations having an aggregate principal amount not to exceed 15% of Consolidated Net Worth.
Intentionally Omitted; and. (I) evidence that all other action that the Administrative Agent may deem necessary in order to perfect and protect the liens and security interests created under the Term Loan Security Agreement and the required priority thereof has been taken (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements). Express – Term Loan Credit Agreement
Intentionally Omitted; and. 8.2.6 All other documents Borrower is required to deliver pursuant to the provisions of this Agreement and any additional documents reasonably required in connection with this Agreement, provided such documents, and the terms and conditions thereof, are consistent with the terms and conditions of this Agreement and do not impose a greater liability upon Borrower.
Intentionally Omitted; and. 24.1.11.7 Lessor shall receive the applicable information described in Section 24.1.2.1 with respect to each such proposed Transfer and the proposed purchaser, or transferee, or other party(ies) to the Transfer, as the case may be. As used in this Section 24.1.11, “other material assets” shall mean that Emeritus has other net assets as determined in accordance with GAAP, whether direct or indirect, other than its interests (whether direct or indirect) in this Lease, the Facilities and any other facilities leased by Emeritus or an Affiliate of Emeritus from Lessor or an Affiliate of Lessor, which in the aggregate total not less than One Hundred Million Dollars ($100,000,000) or represent at least forty percent (40%) of the total net assets as determined in accordance with GAAP of Emeritus, including its interests (whether direct or indirect) in the Facilities and any other facilities leased by Emeritus or any Affiliate of Emeritus from Lessor or an Affiliate of Lessor.
Intentionally Omitted; and. (xvi) Any costs representing an amount paid to a corporation, entity or person related to Landlord which is in excess of the amount which would be paid in the absence of such relationship.
Intentionally Omitted; and. (t) enter into any agreement, or otherwise become obligated, to do any action prohibited hereunder.
Intentionally Omitted; and. (H) evidence that all other action that the Administrative Agent may deem necessary in order to perfect and protect the liens and security interests created under the ABL Security Agreement and the required priority thereof has been taken (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements).
Intentionally Omitted; and. 24.1.11.7 Lessor shall receive the applicable information described in Section 24.1.2.1 with respect to each such proposed Transfer and the proposed purchaser, or transferee, or other party(ies) to the Transfer, as the case may be. As used in this Section 24.1.11, “other material assets” shall mean that Brookdale has other net assets as determined in accordance with GAAP, whether direct or indirect, other than its interests (whether direct or indirect) in this Lease, the Facilities and any other facilities leased by Brookdale or an Affiliate of Brookdale from Lessor or an Affiliate of Lessor, which in the aggregate total not less than One Hundred Million Dollars ($100,000,000) or represent at least forty percent (40%) of the total net assets as determined in accordance with GAAP of Brookdale, including its interests (whether direct or indirect) in the Facilities and any other facilities leased by Brookdale or any Affiliate of Brookdale from Lessor or an Affiliate of Lessor.
Intentionally Omitted; and. (i) such other insurance, if any, as Lender may reasonably require from time to time. Lender acknowledges that the insurance may be provided under a blanket insurance policy provided that Lender shall be satisfied that sufficient coverage (as determined by Lender) is allocated under such policy to the Mortgaged Property and that all requirements of this Section are satisfied by such policy. Each insurance policy obtained by Borrower shall provide by way of endorsements, riders or otherwise that: (a) with respect to liability insurance, Lender shall be named as an additional insured; with respect to the other insurance required hereunder (other than worker's compensation insurance), and with respect to any business interruption, rental value or earthquake insurance which Borrower may at its option, obtain, Lender shall be named under a standard noncontributory mortgagee clause providing for such amounts to be payable to Lender as a mortgagee or loss payee and not as a coinsured; (b) the coverage of Lender shall not be terminated, reduced, or affected in any manner regardless of any breach or violation by Borrower of any warranties, declarations, or conditions in such policy; (c) no such insurance policy shall be canceled, endorsed, altered, or reissued to effect a change in coverage for any reason and to any extent unless such insurer shall have first given Lender thirty (30) days' prior written notice thereof; and (d) Lender may, but shall not be obligated to, make premium payments to prevent any cancellation, endorsement, alteration, or reissuance, and such payments shall be accepted by the insurer to prevent the same; however, Lender shall not be liable for the failure to make such payment or obtain such insurance, or for the amount, coverage or type of insurance obtained, the form or legal sufficiency of any such insurance contract, or the solvency of any such insurance company. Lender shall be furnished with the original of each initial policy (or other evidence of insurance acceptable to Lender) simultaneously with the execution of this Mortgage and the original of each renewal policy (or other evidence of insurance acceptable to Lender) not less than thirty (30) days' prior to the expiration of the initial policy or each immediately preceding renewal policy. All insurance policies required under this Mortgage shall be with a company or companies authorized to do business in the state in which the Mortgaged Property is located with a claims paying abi...
Intentionally Omitted; and. (xiii) The Seller will maintain arm's length relationships with the Originator and any Affiliate thereof. Any Originator or any Affiliate thereof that renders or otherwise furnishes services to the Seller will be compensated by the Seller at market rates for such services. Neither the Seller nor any Originator or any Affiliate thereof will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other.
