FACILITY MORTGAGES Clause Samples

FACILITY MORTGAGES. 80 20.1 Landlord May Grant Liens...........................................80

FACILITY MORTGAGES. (a) Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this Article, from time to time, directly or indirectly, create or otherwise cause to exist any mortgage, deed of trust or lien (“Encumbrance”) upon the Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing. Except as otherwise expressly stated herein, any such Encumbrance shall provide that it is subject to the rights of Tenant under this Lease; provided, however, that Tenant agrees that its interest under this Lease is subordinate to any mortgage or deed of trust that may hereafter from time to time be recorded on the Property, and to any and all advances made or to be made thereunder, and to renewals, replacements and extensions thereof. Any such subordination, however, shall be subject to the condition precedent that the mortgagee under such mortgage or the beneficiary under such deed of trust enter into a written non-disturbance and attornment agreement with Tenant, in form and content reasonably satisfactory to such lender and Tenant, or in a form customarily used by institutional lenders, whereunder it is agreed that in the event of a sale or foreclosure under such mortgage or deed of trust, the purchaser of the Facilities (including the mortgagee or beneficiary under such mortgage or deed of trust), shall acquire or hold the Facilities subject to this Lease and Tenant’s rights hereunder so long as no Event of Default exists. Tenant hereby agrees to recognize such purchaser as the landlord under this Lease and agrees to attorn to such purchaser and, if instructed to do so by such purchaser, to make rental payments directly to it. Such subordination agreement may also include an acknowledgment by Tenant that any purported cancellation of this Lease, reduction in its effective rate of rent, shortening of its term or extension of its term at a reduced effective rate of rent, shall not be binding upon any encumbrancer or any other person, firm or corporation acquiring the Property at any sale or other proceedings, or pursuant to the exercise of any rights, powers or remedies under any Encumbrance, without such encumbrancer’s prior written consent. (b) To the extent required by a Facility Mortgagee and provided that Landlord is not a Restricted Landlord, Tenant agrees to reasonably cooperate with Landlord with respect to Landlord securing any indebtedness or any other Encumbranc...

FACILITY MORTGAGES. 56 19.1 Subordination.......................................................................56 19.2 Attornment..........................................................................57 19.3 Rights of Mortgagees and Assignees..................................................57

FACILITY MORTGAGES. 55 (a) Cooperation in Obtaining Facility Mortgages ................................................ 55 (b) Compliance With Facility Mortgages ......................................................... 55 (c) Escrow Reserve Accounts Under Facility Mortgages ........................................... 56 55. Escrows Held by Facility Mortgagee ............................................................. 56 56.

FACILITY MORTGAGES. (a) Cooperation in Obtaining Facility Mortgages. Tenant agrees, at Landlord's cost and expense, to cooperate with Landlord's reasonable requests to assist Landlord in obtaining one (1) or more Facility Mortgage(s) with respect to Landlord's fee interest in one (1) or more of the Leased Properties. Subject to the execution of a reasonably satisfactory confidentiality agreement, and provided there is no violation of (i) any security, health, safety, or confidentiality requirements of any Governmental Agency or imposed by applicable law or regulations and/or (ii) Tenant's ordinary business practices and standard resident agreements, if any requiring Tenant to maintain the confidential nature of certain personal information relating to individual residents living in the applicable Facility, Tenant agrees to provide such information as is reasonably requested by Landlord or any proposed Facility Mortgagee with respect to Tenant, Guarantor or the operation of the applicable Leased Property or Leased Properties to facilitate in obtaining such Facility Mortgage.

FACILITY MORTGAGES. (a) Existing Tax-Exempt Bonds. Certain of the Facilities described on Exhibit A attached hereto and made a part hereof are encumbered by mortgages securing tax-exempt bonds (the "TEB Pool"). Brookdale and the applicable Brookdale Lessees for such Facilities shall use commercially reasonable efforts to arrange for a refunding of the TEB Pool on terms and conditions reasonably acceptable to Capstead and the Capstead Lessors (the "TEB Pool Refunding") as soon as practicable after six (6) months following the Commencement Date and prior to the end of the second (2nd) Lease Year. Prior to the TEB Pool Refunding, Capstead shall provide all required collateral to the holders of the TEB Pool as may be required by the holders thereof. Any such collateral deposited or paid by Capstead shall be included in Capstead Equity. Upon the TEB Pool Refunding, such collateral shall be returned to Capstead in reduction of Capstead Equity and the Master Rent shall be adjusted accordingly. Brookdale hereby agrees to indemnify Capstead for any loss, cost, liability or expense incurred in connection with any examination by the Internal Revenue Service ("IRS") of the underlying TEB Pool Bonds and related documentation associated with the tax-exempt status of the TEB Pool Bonds, as well as for any loss, cost, liability or expense (including penalties and interest) resulting, directly or indirectly, from a conclusive IRS determination that the TEB Pool Bonds are taxable. Any such loss, cost, liability or expense not paid directly or reimbursed by Brookdale or otherwise incurred by Capstead shall be added to Capstead Equity, and Master Rent shall be adjusted accordingly as of the date of such payment. Brookdale shall have the right at its sole cost and expense to contest the validity of any such IRS determination by appropriate legal proceedings, conducted in good faith and with due diligence, subject generally to the assurances required to be provided by Tenant to Landlord pursuant to the "Permitted Contests" section of the applicable Property Lease.

FACILITY MORTGAGES. 59 19.1 Subordination........................................................................................59 19.2 Attornment...........................................................................................60 19.3

FACILITY MORTGAGES. 1 (a) Existing Tax-Exempt Bonds.......................................................................... 1 (b) "B Tranche" Bonds.................................................................................. 1 (c)

FACILITY MORTGAGES. 55 (a) Cooperation in Obtaining Replacement Facility Mortgages.........55 (b)