Common use of MINIMUM LIQUIDITY REQUIREMENTS Clause in Contracts

MINIMUM LIQUIDITY REQUIREMENTS. With respect to each CCRC PropCo Facility and each CCRC OpCo Facility, at or prior to Closing, each of HCP (to the extent of the HCP CCRC Percentage) and Brookdale (to the extent of the BKD CCRC Percentage) shall, or shall cause one or more of its Affiliates to, replace any minimum liquidity requirement, reserve or other deposit currently provided by Brookdale or its Affiliates (each, an “Existing BKD MLR Provider”) that is required to be provided for the operation of such CCRC PropCo Facility and such CCRC OpCo Facility by any Governmental Authority or in connection with any Required Governmental Approval (the “MLRs”) in a manner sufficient to cause, with respect to the MLRs, any note issued by any Existing BKD MLR Provider to be returned to the Existing BKD MLR Provider or cancelled, any cash posted by any Existing BKD MLR Provider to be fully refunded to the Existing BKD MLR Provider and all other arrangements and obligations of any Existing BKD MLR Provider to be terminated. Each of HCP (to the extent of the HCP CCRC Percentage) and Brookdale (to the extent of the BKD CCRC Percentage) shall, or shall cause one or more of its Affiliates to, satisfy the MLR obligations in a manner consistent with Brookdale’s past practice by delivery of one or more notes or, to the extent a note is not permitted by the applicable Governmental Authority and/or to the extent the amount allowed to be satisfied by the note(s) is exceeded, by making a deposit of cash or otherwise engaging in any arrangement customarily required in connection with the operation of continuing care retirement communities similar to the CCRC PropCo Facilities and such CCRC OpCo Facilities. Brookdale shall be entitled to any and all amounts constituting MLRs held in any recision escrow or other escrow account, and all such amounts shall be fully refunded to the applicable Existing BKD MLR Provider as such amounts are released.