Common use of Compliance With Facility Mortgages Clause in Contracts

Compliance With Facility Mortgages. Tenant agrees to operate each of the Facilities and to maintain each of the Facilities and all of the Leased Properties in a manner that complies in all material respects with the terms of any Facility Mortgage, provided the same do not conflict with the terms of this Lease (subject to the penultimate sentence of this Paragraph 54(b)). Tenant shall make all deliveries of information with respect to the applicable Leased Property available to Tenant and required under such Facility Mortgages and shall otherwise comply with the operational requirements in such Facility Mortgages, provided the same do not conflict with the terms of this Lease (subject to the penultimate sentence of this Paragraph 54(b)), including, without limitation, complying in all material respects with the insurance requirements (subject to the proviso in the penultimate sentence of this Paragraph 54(b)) and the financial reporting requirements. Tenant shall not have any right to approve the terms of any Facility Mortgage, and Landlord may enter into any Facility Mortgage as Landlord may determine in Landlord's sole and absolute discretion; provided, however, that Landlord agrees that the business terms, provisions and conditions contained in any Facility Mortgage shall be commercially reasonable in the then current market at the time that 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 as reflected, generally, in mortgages, deeds of trust and security deeds encumbering other assisted living and independent living facilities which are similar to those owned and/or managed by Guarantor or its direct or indirect subsidiaries (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) shall govern); provided, further, that in no event shall the terms of any Facility Mortgage increase the Base Rent payable hereunder or alter the payment schedule for Base Rent, and Tenant agrees that Tenant's obligation 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 Lease, even in cases where the Facility Mortgage imposes obligations that are greater than the obligations of Tenant under this Lease. Landlord shall deliver to Tenant drafts of all proposed new Facility Mortgage loan documents at least fifteen (15) Business Days prior to entering into same.

Compliance With Facility Mortgages. Tenant 33.2.1 Lessee covenants and agrees to operate each of the Facilities that it will duly and to maintain each of the Facilities punctually observe, perform and comply with all of the Leased Properties in a manner that complies in all material respects with the terms of any Facility Mortgageterms, provided the same do not conflict with the terms of this Lease covenants and conditions (subject to the penultimate sentence of this Paragraph 54(b)). Tenant shall make all deliveries of information with respect to the applicable Leased Property available to Tenant and required under such Facility Mortgages and shall otherwise comply with the operational requirements in such Facility Mortgages, provided the same do not conflict with the terms of this Lease (subject to the penultimate sentence of this Paragraph 54(b)), including, without limitation, complying covenants requiring the keeping of books and records and delivery of Financial Statements) of any Facility Mortgage(s) and that it will not directly or indirectly do any act or suffer or permit any condition or thing to occur which would or might constitute a default under the Facility Mortgage. Anything hereof to the contrary notwithstanding, Lessee shall be obligated to conform to the additional reporting and other requirements of a Facility Mortgage which are not also requirements hereunder, only if Lessee is specifically made aware of such additional requirements and consents thereto in advance. Lessee shall have no liability for any payments of principal or interest under any Facility Mortgage. 33.2.2 Without limiting or expanding Lessee’s obligations pursuant to Section 33.2.1, during the Term of this Master Lease, Lessee acknowledges and agrees that, except as expressly provided elsewhere in this Master Lease, it shall undertake at its own cost and expense the performance of any and all material respects repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of a Facility that are required by any Facility Mortgage Document or by Facility Mortgagee, and Lessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts required under any Facility Mortgage Documents as security for or otherwise relating to any operating expenses of a Facility, including any capital repair or replacement reserves and/or impounds or escrow accounts for Taxes or insurance premiums (each a “Facility Mortgage Reserve Account”); provided, however, this Section 33.2.2 shall not (i) increase Lessee’s monetary obligations under this Master Lease, (ii) materially and adversely increase Lessee’s non-monetary obligations under this Master Lease or (iii) materially diminish Lessee’s rights under this Master Lease, except to the extent that with respect to any Facility, such obligations were provided for in a Facility Mortgage, or otherwise required by the insurance Facility Mortgagee, secured by such Facility as of the Amended Lease Release Date; and provided, further, that any amounts which Lessee is required to fund into a Facility Mortgage Reserve Account with respect to satisfy any repair or replacement reserve requirements (imposed by a Facility Mortgagee shall be credited on a dollar for dollar basis against the mandatory expenditure obligations of Lessee for such applicable Facility(ies) under Section 8.8. During the Term of this Master Lease and provided that no Event of Default shall have occurred and be continuing hereunder, Lessee shall, subject to the proviso terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, have access to and the right to apply or use (including for reimbursement) to the same extent of Landlord all monies held in each such Facility Mortgage Reserve Account for the penultimate sentence purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Lessor agrees to reasonably cooperate with Lessee in connection therewith. Lessor hereby acknowledges that funds deposited by Lessee in any Facility Mortgage Reserve Account are the property of Lessee and Lessor is obligated to return the portion of such funds not previously released to Lessee within fifteen (15) days following the earlier of (x) the expiration or earlier termination of this Paragraph 54(b)Master Lease with respect to such applicable Facility, (y) and the financial reporting requirements. Tenant shall not have any right to approve maturity or earlier prepayment of the terms of any applicable Facility Mortgage, and Landlord may enter into any or (z) an involuntary prepayment or deemed prepayment arising out of the acceleration of the amounts due to a Facility Mortgage Mortgagee as Landlord may determine in Landlord's sole and absolute discretiona result of the exercise of its remedies under the applicable Facility Mortgage; provided, however, that Landlord agrees that the business terms, provisions and conditions contained in any Facility Mortgage shall be commercially reasonable in the then current market at the time that 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 as reflected, generally, in mortgages, deeds of trust and security deeds encumbering other assisted living and independent living facilities which are similar to those owned and/or managed by Guarantor or its direct or indirect subsidiaries (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) shall govern); provided, further, that in no event shall the terms of any Facility Mortgage increase the Base Rent payable hereunder or alter the payment schedule for Base Rent, and Tenant agrees that Tenant's obligation to comply with the terms of any such Facility Mortgage shall not be deemed or construed to be in contravention limit or conflict with the terms prohibit Lessor’s right to bring any damage claim against Lessee for any breach of this Lease, even in cases where the Facility Mortgage imposes its obligations that are greater than the obligations of Tenant under this Lease. Landlord shall deliver to Tenant drafts Master Lease that may have resulted in the loss of all proposed new any impound funds held by a Facility Mortgage loan documents at least fifteen (15) Business Days prior to entering into sameMortgagee.

Compliance With Facility Mortgages. Tenant agrees to operate each of the Facilities Facility and to maintain each of the Facilities Facility and all of the Leased Properties Property in a manner that complies in all material respects with the terms of any Facility Mortgage, provided the same do not conflict with the terms of this Lease (subject to the penultimate sentence of this Paragraph 54(b)). Tenant shall make all deliveries of information with respect to the applicable Leased Property available to Tenant and required under such Facility Mortgages and shall otherwise comply with the operational requirements in such Facility Mortgages, provided the same do not conflict with the terms of this Lease (subject to the penultimate sentence of this Paragraph 54(b)), including, without limitation, complying in all material respects with the insurance requirements (subject to the proviso in the penultimate sentence of this Paragraph 54(b)) and the financial reporting requirements. Tenant shall not have any right to approve the terms of any Facility Mortgage, and Landlord may enter into any Facility Mortgage as Landlord may determine in Landlord's sole and absolute discretion; provided, however, that Landlord agrees that the business terms, provisions and conditions contained in any Facility Mortgage (other than the Existing Facility Mortgage) shall be commercially reasonable in the then current market at the time that 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 as reflected, generally, in mortgages, deeds of trust and security deeds encumbering other assisted living and independent living facilities which are similar to those owned and/or managed by Guarantor or its direct or indirect subsidiaries (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) shall govern); provided, further, that in no event shall the terms of any Facility Mortgage increase the Base Rent payable hereunder or alter the payment schedule for Base Rent, and Tenant agrees that Tenant's obligation 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 Lease, even in cases where the Facility Mortgage imposes obligations that are greater than the obligations of Tenant under this Lease. Landlord shall deliver to Tenant drafts of all proposed new Facility Mortgage loan documents at least fifteen (15) Business Days prior to entering into same.

Compliance With Facility Mortgages. Tenant agrees to operate each of the Facilities and to maintain each of the Facilities and all of the Leased Properties in a manner that complies in all material respects with the terms of any Facility Mortgage, provided the same do not conflict with the terms of this Lease (subject to the penultimate sentence of this Paragraph 54(b)). Tenant shall make all deliveries of information with respect to the applicable Leased Property available to Tenant and required under such Facility Mortgages and shall otherwise comply with the operational requirements in such Facility Mortgages, provided the same do not conflict with the terms of this Lease (subject to the penultimate sentence of this Paragraph 54(b)), including, without limitation, complying in all material respects with the insurance requirements (subject to the proviso in the penultimate sentence of this Paragraph 54(b)) and the financial reporting requirements. Tenant shall not have any right to approve the terms of any Facility Mortgage, and Landlord may enter into any Facility Mortgage as Landlord may determine in Landlord's sole and absolute discretion; provided, however, that Landlord agrees that the business terms, provisions and conditions contained in any Facility Mortgage (other than the Existing Facility Mortgage) shall be commercially reasonable in the then current market at the time that 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 as reflected, generally, in mortgages, deeds of trust and security deeds encumbering other assisted living and independent living facilities which are similar to those owned and/or managed by Guarantor or its direct or indirect subsidiaries (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) shall govern); provided, further, that in no event shall the terms of any Facility Mortgage increase the Base Rent payable hereunder or alter the payment schedule for Base Rent, and Tenant agrees that Tenant's obligation 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 Lease, even in cases where the Facility Mortgage imposes obligations that are greater than the obligations of Tenant under this Lease. Landlord shall deliver to Tenant drafts of all proposed new Facility Mortgage loan documents at least fifteen (15) Business Days prior to entering into same.

Compliance With Facility Mortgages. (i) Except as otherwise provided in Paragraph 54(b)(v), Tenant agrees to operate each of the Facilities and to maintain each of the Facilities and all of the Leased Properties in a manner that complies in all material respects with the terms of any Facility Mortgage. (ii) Except as otherwise provided in Paragraph 54(b)(v), provided the same do not conflict with the terms of this Lease (subject to the penultimate sentence of this Paragraph 54(b)). Tenant shall make all deliveries of information with respect to the applicable Leased Property available to Tenant and required under such the applicable Facility Mortgages Mortgage, and shall otherwise comply with the operational requirements in such all Facility Mortgages, provided the same do not conflict with the terms of this Lease (subject to the penultimate sentence of this Paragraph 54(b)), including, without limitation, complying in all material respects with the insurance requirements (subject to the proviso in the penultimate sentence of this Paragraph 54(b)) thereof and the financial reporting requirements. requirements thereof. (iii) In the event of a conflict between the provisions of this Lease and the terms of any Facility Mortgage, Tenant's compliance with the terms of such Facility Mortgage shall not be deemed to be a Default under this Lease. (iv) To the extent that Tenant is obligated pursuant to this Lease to comply with covenants or requirements of an Existing Facility Mortgage, Landlord shall not amend or modify such covenants or requirements without the prior written consent of Tenant. (v) Tenant shall not have any right to approve the terms of any Facility Mortgage, or any revision in the insurance requirements of any Existing Facility Mortgage, and Landlord may enter into any Facility Mortgage Mortgage, or agree to be bound by any revision in the insurance requirements of any Existing Facility Mortgage, as Landlord may determine in Landlord's sole and absolute discretion; provided, however, that Landlord agrees that the business terms, provisions and conditions contained in any proposed Facility Mortgage and any revision of the insurance requirements under any Existing Facility Mortgage (whether pursuant to amendment or expiration of a waiver of such requirements) shall be commercially reasonable in the then current market at the time that such Facility Mortgage is obtained or such Existing Facility Mortgage insurance requirements are revised and shall be reasonably consistent with the then current standards for similar-type financing transactions affecting similar types of properties as reflected, generally, in mortgages, deeds of trust and security deeds encumbering other assisted living and independent living facilities which are similar to those owned and/or managed by Guarantor or its direct or indirect subsidiaries (provided, however, that with respect to assessing whether the insurance requirements under the proposed Facility Mortgage or the revised insurance requirements of the Existing Facility Mortgage satisfy the foregoing requirementcriteria, the standard standards set forth in Paragraph 18(a)(xiv) shall govern); provided, further, that in no event shall the terms of any Facility Mortgage increase the Base Rent payable hereunder or alter the payment schedule for Base Rent, and Tenant agrees that Tenant's obligation 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 Lease, even in cases where the Facility Mortgage imposes obligations that are greater than the obligations of Tenant under this Lease. Landlord shall deliver to Tenant drafts of all proposed new Facility Mortgage loan documents and any proposed revision of the insurance requirements of an Existing Facility Mortgage at least fifteen (15) Business Days prior to entering into or agreeing to be bound by the same.