Agreement to Market for Sale; Restructuring of Leases. Sabra or its affiliates have entered into brokerage agreements with Blueprint Healthcare Real Estate Advisors (“Blueprint”) for the sale of the Subject Facilities. The parties acknowledge that each sale of a Subject Facility or group of Subject Facilities under a PSA (as defined below) is intended to be an independent transaction and not contingent upon the closing of the sale of another Subject Facility outside of the subject PSA. In order to facilitate the sale of the Subject Facilities, Landlord and Tenant shall, from time to time upon Landlord’s request therefor, enter into new leases or amended and restated leases (the “Amended Leases”) under which Landlord may elect to combine or segregate the Subject Facilities in any manner as Landlord may reasonably determine (including, without limitation, together with any facilities then being leased under any and all Portfolio Leases); provided, however, that the Base Rent payable with respect to each Subject Facility leased under any such Amended Lease shall be equal to the adjusted Base Rent allocable to such Subject Facility as set forth on a schedule to be mutually agreed upon by the parties hereto within fifteen (15) business days following the date hereof. Such adjusted Base Rent as increased from time to time in accordance with the terms of the Amended Lease is sometimes referred to herein as the “Target Base Rent”. In addition, the primary economic terms of each Amended Lease (e.g., initial term, renewal terms and rent increase provisions) shall be consistent with the terms under which affiliates of Genesis intend to lease the facilities currently under contract for sale by affiliates of Sabra in accordance with the transaction commonly known as the Midwest II sale (the “Midwest II Lease”). In connection with the execution and delivery of an Amended Lease, Genesis hereby agrees to execute and deliver a new guaranty of lease with respect to the obligations due under such Amended Lease, which guaranty shall be substantially in the form of the existing lease guaranties; provided, however, that such new replacement guaranty shall be consistent with the terms of the guaranties provided to other primary landlords of Genesis and, to the extent so consistent, any and all financial covenants set forth in such lease guaranties shall have no further force or effect and be excluded from the terms of such new replacement guaranties.
