Common use of FACILITY MORTGAGES Clause in Contracts

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. (a) Existing TaxCooperation in Obtaining Facility Mortgages. BLC Holdings and the Brookdale Lessees agree to reasonably cooperate with PSLT-Exempt Bonds. Certain BLC Holdings and the Provident Lessors to assist PSLT-BLC Holdings and the Provident Lessors in obtaining new Facility Mortgages or a refinancing of the Existing Facility Mortgages or otherwise obtain additional mortgage debt secured by the Facilities described on Exhibit A attached hereto and made (any of the foregoing referred to herein as a part hereof are encumbered by mortgages securing tax-exempt bonds (the "TEB PoolFacility Mortgage Refinancing"), with respect to the Provident Lessors' fee or leasehold interests, as applicable, in the Facilities. 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) any Brookdale Lessee's ordinary business practices and standard resident agreements, if any, requiring such Brookdale Lessee to maintain the confidential nature of certain personal information relating to individual residents living in the Facility, BLC Holdings shall, and shall cause the Brookdale Lessee to, provide such information as is reasonably requested by PSLT-BLC Holdings or any proposed Facility Mortgagee with respect to BLC Holdings, the Brookdale Lessees, Guarantor or the operation of any Facility to facilitate in obtaining such Facility Mortgage. Neither BLC Holdings nor any Brookdale Lessee shall have any right to approve the terms of any Facility Mortgage, and PSLT-BLC Holdings may, and may cause the applicable Provident Lessor to, obtain any Facility Mortgage as it may determine in its sole discretion; provided, however, that PSLT-BLC Holdings agrees that the business terms, provisions and conditions contained in any Facility Mortgage (other than any existing Facility Mortgage) shall be commercially reasonable in the market at the time such Facility Mortgage is obtained and shall be reasonably consistent with the then current standards for similar-type financing transactions affecting similar types of properties (provided, however, that with respect to assessing whether the insurance requirements under the proposed Facility Mortgage satisfy the foregoing requirement, the standard set forth in Paragraph 18(a)(xiv) of each of the Property Leases shall govern); provided, further, that in no event shall the terms of any Facility Mortgage increase the Base Rent (as defined in the applicable Property Lease(s)) payable under the applicable Property Lease(s) or alter the payment schedule for Base Rent thereunder, and BLC Holdings agrees that BLC Holdings' and the Brookdale Lessees' respective obligations to comply with the terms of any such Facility Mortgage shall not be deemed to be in contravention or conflict with the terms of this Agreement or the applicable Property Lease(s), even in cases where the Facility Mortgage imposes obligations that are greater than the obligations of BLC Holdings under this Agreement or of the Brookdale Lessees Lessee(s) under the applicable Property Lease(s). In addition, (x) PSLT-BLC Holdings shall not, and shall cause the Provident Lessors not to, obtain any Facility Mortgage Refinancing which contains a prepayment premium, prepayment penalty, defeasance provision or other similar exit fee or charge which is higher than that which is commercially reasonable and reasonably consistent with then current standards for such Facilities similar-type financing transactions affecting similar types of properties, and (y) PSLT-BLC Holdings shall, and shall cause the Provident Lessors to, use commercially reasonable efforts to arrange for cause the Facility Mortgagee under any Facility Mortgage Refinancing to (A) include a refunding provision in the Facility Mortgage which permits the assignment of the TEB Pool on terms and conditions reasonably acceptable to Capstead such Facility Mortgage to, and the Capstead Lessors assumption of such Facility Mortgage by, BLC Holdings or its designee in accordance with the Purchase Option contemplated pursuant to Paragraph 14 hereof, or (the "TEB Pool Refunding"B) as soon as practicable after six (6) months following the Commencement Date and prior provide express consent to the end assignment and assumption of such Facility Mortgage to BLC Holdings or its designee in accordance with the second Purchase Option contemplated pursuant to Paragraph 14 hereof; provided, however, that if PSLT-BLC Holdings and/or the applicable Provident Lessor is unsuccessful in its efforts to obtain the provisions set forth in this clause (2nd) Lease Year. Prior to the TEB Pool Refundingy), Capstead then it shall provide all required collateral to the holders of the TEB Pool as may not be required by the holders thereof. Any a default hereunder if such collateral deposited or paid by Capstead shall be terms are not 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 LeaseFacility Mortgage Refinancing.