Common use of Cooperation; Modifications Clause in Contracts

Cooperation; Modifications. Notwithstanding anything in this Lease to the contrary, Tenant hereby agrees that in connection with obtaining any Facility Mortgage for any Facility or interest therein, including, without limitation, where the Facility Mortgagee is an Agency Lender, Tenant shall: (i) execute and deliver to such Agency Lender or other Facility Mortgagee (on the form required by such Agency Lender or other Facility Mortgagee) any tenant regulatory agreements (including, without limitation, the form of regulatory agreement typically required by Agency Lenders), subordination agreements (including, without limitation, the form of subordination, assignment and security agreement typically required by Agency Lenders), or other similar agreements customarily required by Agency Lenders and other Facility Mortgagees in connection with a mortgage relating to a skilled nursing facility or assisted living facility, (ii) modify this Lease as necessary to incorporate the provisions and requirements generally imposed by an Agency Lender or other Facility Mortgagee in connection with a facility lease relating to a skilled nursing facility or assisted living facility encumbered with a Facility Mortgage by an Agency Lender or other Facility Mortgagee, including, without limitation, requirements that: (a) Tenant comply with the operational requirements set forth in the applicable Facility Mortgage Documents (including, without limitation, the obligations under any regulatory agreement or subordination agreement with an Agency Lender or other Facility Mortgagee), and (b) in lieu of any duplicative impound and/or reserve obligations hereunder, obligate Tenant to fund reserves with the Agency Lender or other Facility Mortgagee for taxes, insurance and/or capital improvement and repair obligations as may be required by said Agency Lender or other Facility Mortgagee and (iii) provide, within ten (10) days of request therefor from Landlord, such reasonable documents and materials requested by any Agency Lender or other Facility Mortgagee, including without limitation, insurance certificates. In connection with the foregoing, and notwithstanding the provisions of Section 7.6, in the event that any Facility Mortgagee requires that reserves for capital improvements and repairs be impounded with Facility Mortgagee in advance of the expenditure thereof, Tenant agrees to deliver such impound deposits in advance monthly deposits for impounding directly with Facility Mortgagee; provided, however, that (1) the aggregate annual amount of such impound requirements shall not exceed the product of (x) the Required Per Bed Annual Capital Expenditures Amount, times (y) the weighted average of the number of licensed beds in all Facilities during the applicable Lease Year, and (2) any amounts which Tenant is required to fund into a Facility Mortgage Repair Reserve Account 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 Tenant for such applicable Facilities under Section 7.6. During the Term, and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Repair Reserve Account and the requirements of the applicable Facility Mortgagee thereunder, have access to and the right to apply or use (including for reimbursement) all monies held in each such Facility Mortgage Repair Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Repair Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Repair Reserve Account are the property of Tenant and, provided that no Event of Default shall have occurred and be continuing hereunder, Landlord is obligated to return the portion of such funds not previously released to Tenant within sixty (60) days following the earlier of (I) the expiration or earlier termination of this Lease with respect to the applicable Facilities or (II) the maturity or earlier prepayment of the applicable Facility Mortgage. In the event any Agency Lender or other Facility Mortgagee requires, as a condition to making a Facility Mortgage, an intercreditor agreement with any receivables lender of Tenant, Tenant shall enter into any such intercreditor agreement and shall take all commercially reasonable efforts to cause said receivables lender to enter into such intercreditor agreement with said Agency Lender or other Facility Mortgagee on terms reasonably acceptable to said Agency Lender or other Facility Mortgagee and such receivables lender of Tenant.

Cooperation; Modifications. Notwithstanding anything in this Lease to the contrary, Tenant hereby agrees that in connection with obtaining any Facility Mortgage for any Facility or interest therein, including, without limitation, where the Facility Mortgagee is an Agency Lender, Tenant shall: (i) execute and deliver to such Agency Lender or other Facility Mortgagee (on the form required by such Agency Lender or other Facility Mortgagee) any tenant regulatory agreements (including, without limitation, the form of regulatory agreement typically required by Agency Lenders), subordination agreements (including, without limitation, the form of subordination, assignment and security agreement typically required by Agency Lenders), or other similar agreements customarily required by Agency Lenders and other Facility Mortgagees in connection with a mortgage relating to a skilled nursing facility or assisted senior living facility, and (ii) modify this Lease as necessary to incorporate the provisions and requirements generally imposed by an Agency Lender or other Facility Mortgagee in connection with a facility lease relating to a skilled nursing facility or assisted senior living facility encumbered with a Facility Mortgage by an Agency Lender or other Facility Mortgagee, including, without limitation, requirements that: provided however this section shall not be deemed to (aA) impose on Tenant comply with the operational requirements set forth in the applicable Facility Mortgage Documents obligations which (including, without limitation, the i) increase Tenant’s monetary obligations under this Lease, (ii) materially and adversely increase Tenant’s non-monetary obligations under this Lease or (B) diminish Tenant’s rights under this Lease; provided further that any regulatory agreement or subordination intercreditor agreement with an Agency Lender or other Facility Mortgagee), and (b) in lieu of any duplicative impound and/or reserve obligations hereunder, obligate Tenant related to fund reserves with the Agency Lender or other Facility Mortgagee for taxes, insurance and/or capital improvement and repair obligations as may be Tenant’s accounts receivables required by said Agency Lender or other Facility Mortgagee and (iii) provide, within ten (10) days of request therefor from Landlord, such reasonable documents and materials requested by any Agency Lender or other Facility MortgageeMortgagee shall be deemed not to impose any material monetary or non-monetary obligations on Tenant, including without limitation, insurance certificatesand Tenant shall make commercially reasonable efforts to cause its lenders to agree to any customary and commercially reasonable intercreditor agreement. In connection with For purposes of the foregoing, any proposed implementation of new occupancy or financial covenants or requirements with respect to payor mix shall be deemed to materially diminish Tenant’s rights under this Lease. Tenant hereby acknowledges and notwithstanding the provisions of Section 7.6, in the event that any Facility Mortgagee requires that reserves for capital improvements and repairs be impounded with Facility Mortgagee in advance of the expenditure thereof, Tenant agrees to deliver such impound deposits in advance monthly deposits for impounding directly with Facility Mortgagee; providedagrees, however, that an obligation under the applicable Facility Mortgage Documents to post impounds for property taxes with respect to any period not more than one (1) the aggregate annual amount of such impound requirements month in advance (whether now existing or later created) shall not exceed the product be deemed or construed to increase Tenant’s monetary obligations under this Lease. If any new Facility Mortgage Documents to be executed by Landlord or any Affiliate of (x) the Required Per Bed Annual Capital Expenditures AmountLandlord would impose on Tenant any obligations under this Section, times (y) the weighted average Landlord shall provide copies of the number of licensed beds in all Facilities during the applicable Lease Year, and (2) any amounts which Tenant is required same to fund into a Facility Mortgage Repair Reserve Account 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 Tenant for such applicable Facilities under Section 7.6. During the Term, and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject informational purposes (but not for Tenant’s approval) prior to the terms execution and conditions delivery thereof by Landlord or any Affiliate of such Facility Mortgage Repair Reserve Account and the requirements of the applicable Facility Mortgagee thereunder, have access to and the right to apply or use (including for reimbursement) all monies held in each such Facility Mortgage Repair Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Repair Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Repair Reserve Account are the property of Tenant and, provided that no Event of Default shall have occurred and be continuing hereunder, Landlord is obligated to return the portion of such funds not previously released to Tenant within sixty (60) days following the earlier of (I) the expiration or earlier termination of this Lease with respect to the applicable Facilities or (II) the maturity or earlier prepayment of the applicable Facility MortgageLandlord. In the event any Agency Lender or other Facility Mortgagee requires, as a condition to making a Facility Mortgage, an intercreditor agreement with any receivables lender of Tenant, Tenant shall enter into any such intercreditor agreement and shall take all commercially reasonable efforts to cause said receivables lender to enter into such intercreditor agreement with said Agency Lender or other Facility Mortgagee on terms reasonably acceptable to Tenant, Tenant’s receivables lender, said Agency Lender or other Facility Mortgagee and such receivables lender of TenantMortgagee.

Cooperation; Modifications. Notwithstanding anything in this Lease to the contrary, Tenant hereby agrees that in connection with obtaining any Facility Mortgage for any Facility or interest therein, including, without limitation, where the Facility Mortgagee is an Agency Lender, Tenant shall: (i) execute and deliver to such Agency Lender or other Facility Mortgagee (on the form reasonably required by such Agency Lender or other Facility Mortgagee) any tenant regulatory agreements (including, without limitation, the form of regulatory agreement typically required by Agency Lenders), subordination agreements (including, without limitation, the form of subordination, assignment and security agreement typically required by Agency Lenders), or other similar agreements customarily required by Agency Lenders and other Facility Mortgagees in connection with a mortgage relating to a skilled nursing facility or assisted living facility, and (ii) modify this Lease as reasonably necessary to incorporate the provisions and requirements generally imposed by an Agency Lender or other Facility Mortgagee in connection with a facility lease relating to a skilled nursing facility or assisted living facility encumbered with a Facility Mortgage by an Agency Lender or other Facility Mortgagee, including, without limitation, requirements that: (a) Tenant comply with the operational requirements set forth in the applicable Facility Mortgage Documents (including, without limitation, the obligations under any regulatory agreement or subordination agreement with an Agency Lender or other Facility Mortgagee), and (b) in lieu of any duplicative impound and/or reserve obligations hereunder, obligate Tenant to fund reserves with the Agency Lender or other Facility Mortgagee for taxes, insurance and/or capital improvement and repair obligations as may be required by said Agency Lender or other Facility Mortgagee and (iii) provide, within ten (10) days of request therefor from Landlord, such reasonable documents and materials requested by any Agency Lender or other Facility Mortgagee, including without limitation, insurance certificates. In connection with Notwithstanding the foregoing, and notwithstanding the provisions of Section 7.6, in the event that any Facility Mortgagee requires that reserves for capital improvements and repairs be impounded with Facility Mortgagee in advance of the expenditure thereof, Tenant agrees to deliver such impound deposits in advance monthly deposits for impounding directly with Facility Mortgagee; provided, however, that (1) the aggregate annual amount of such impound requirements this section shall not exceed the product of be deemed to (xA) the Required Per Bed Annual Capital Expenditures Amountimpose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Lease, times (yii) the weighted average of the number of licensed beds in all Facilities during the applicable Lease Year, materially and (2) any amounts which Tenant is required to fund into a Facility Mortgage Repair Reserve Account 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 adversely increase Tenant’s non-monetary obligations of Tenant for such applicable Facilities under Section 7.6. During the Term, and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Repair Reserve Account and the requirements of the applicable Facility Mortgagee thereunder, have access to and the right to apply or use (including for reimbursement) all monies held in each such Facility Mortgage Repair Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Repair Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Repair Reserve Account are the property of Tenant and, provided that no Event of Default shall have occurred and be continuing hereunder, Landlord is obligated to return the portion of such funds not previously released to Tenant within sixty (60) days following the earlier of (I) the expiration or earlier termination of this Lease with respect to the applicable Facilities or (IIB) the maturity or earlier prepayment of the applicable Facility Mortgagediminish Tenant’s rights under this Lease, without Tenant’s prior written consent. In the event any Agency Lender or other Facility Mortgagee requires, as a condition to making a Facility Mortgage, an intercreditor agreement with any receivables lender of Tenant, Tenant shall enter into any such intercreditor agreement and shall take all commercially reasonable efforts to cause said receivables lender to enter into such intercreditor agreement with said Agency Lender or other Facility Mortgagee on terms reasonably acceptable to said Agency Lender or other Facility Mortgagee and such Tenant’s receivables lender lender. If any new Facility Mortgage Documents to be executed by Landlord or any Affiliate of Landlord would impose on Tenant any obligations under this Section 16.3, Landlord shall provide copies of the same to Tenant for informational purposes (but not for Tenant.’s approval) prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord

Cooperation; Modifications. Notwithstanding anything in this Lease to the contrary, Tenant hereby agrees that in connection with obtaining any Facility Mortgage for any Facility or interest therein, including, without limitation, where the Facility Mortgagee is an Agency Lender, Tenant shall: (i) execute and deliver to such Agency Lender or other Facility Mortgagee (on the form required by such Agency Lender or other Facility Mortgagee) any tenant regulatory agreements (including, without limitation, the form of regulatory agreement typically required by Agency Lenders), subordination agreements (including, without Table of Contents limitation, the form of subordination, assignment and security agreement typically required by Agency Lenders), or other similar agreements customarily required by Agency Lenders and other Facility Mortgagees in connection with a mortgage relating to a skilled nursing facility or assisted living facility, and (ii) modify this Lease as necessary to incorporate the provisions and requirements generally imposed by an Agency Lender or other Facility Mortgagee in connection with a facility lease relating to a skilled nursing facility or assisted living facility encumbered with a Facility Mortgage by an Agency Lender or other Facility Mortgagee, includingprovided however this section shall not be deemed to (A) impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Lease, without limitation(ii) materially and adversely increase Tenant’s non-monetary obligations under this Lease or (B) diminish Tenant’s rights under this Lease. For purposes of the foregoing, any proposed implementation of new occupancy or financial covenants or requirements that: (a) with respect to payor mix shall be deemed to materially diminish Tenant’s rights under this Lease. Tenant comply with the operational requirements set forth in hereby acknowledges and agrees, however, that an obligation under the applicable Facility Mortgage Documents (including, without limitation, the obligations under to post impounds for property taxes with respect to any regulatory agreement or subordination agreement with an Agency Lender or other Facility Mortgagee), and (b) in lieu of any duplicative impound and/or reserve obligations hereunder, obligate Tenant to fund reserves with the Agency Lender or other Facility Mortgagee for taxes, insurance and/or capital improvement and repair obligations as may be required by said Agency Lender or other Facility Mortgagee and (iii) provide, within ten (10) days of request therefor from Landlord, such reasonable documents and materials requested by any Agency Lender or other Facility Mortgagee, including without limitation, insurance certificates. In connection with the foregoing, and notwithstanding the provisions of Section 7.6, in the event that any Facility Mortgagee requires that reserves for capital improvements and repairs be impounded with Facility Mortgagee in advance of the expenditure thereof, Tenant agrees to deliver such impound deposits in advance monthly deposits for impounding directly with Facility Mortgagee; provided, however, that period not more than one (1) the aggregate annual amount of such impound requirements month in advance (whether now existing or later created) shall not exceed the product be deemed or construed to increase Tenant’s monetary obligations under this Lease. If any new Facility Mortgage Documents to be executed by Landlord or any Affiliate of (x) the Required Per Bed Annual Capital Expenditures AmountLandlord would impose on Tenant any obligations under this Section, times (y) the weighted average Landlord shall provide copies of the number of licensed beds in all Facilities during the applicable Lease Year, and (2) any amounts which Tenant is required same to fund into a Facility Mortgage Repair Reserve Account 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 Tenant for such applicable Facilities under Section 7.6. During the Term, and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject informational purposes (but not for Tenant’s approval) prior to the terms execution and conditions delivery thereof by Landlord or any Affiliate of such Facility Mortgage Repair Reserve Account and the requirements of the applicable Facility Mortgagee thereunder, have access to and the right to apply or use (including for reimbursement) all monies held in each such Facility Mortgage Repair Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Repair Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Repair Reserve Account are the property of Tenant and, provided that no Event of Default shall have occurred and be continuing hereunder, Landlord is obligated to return the portion of such funds not previously released to Tenant within sixty (60) days following the earlier of (I) the expiration or earlier termination of this Lease with respect to the applicable Facilities or (II) the maturity or earlier prepayment of the applicable Facility MortgageLandlord. In the event any Agency Lender or other Facility Mortgagee requires, as a condition to making a Facility Mortgage, an intercreditor agreement with any receivables lender of Tenant, Tenant shall enter into any such intercreditor agreement and shall take all commercially reasonable efforts to cause said receivables lender to enter into such intercreditor agreement with said Agency Lender or other Facility Mortgagee on terms reasonably acceptable to Tenant, Tenant’s receivables lender, said Agency Lender or other Facility Mortgagee and such receivables lender of TenantMortgagee.

Cooperation; Modifications. Notwithstanding anything in this Lease to the contrary, Tenant hereby agrees that in connection with obtaining any Facility Mortgage for any Facility or interest therein, including, without limitation, where the Facility Mortgagee is an Agency Lender, Tenant shall: (i) execute and deliver to such Agency Lender or other Facility Mortgagee (on the form required by such Agency Lender or other Facility Mortgagee) any tenant regulatory agreements (including, without limitation, the form of regulatory agreement typically required by Agency Lenders), subordination agreements (including, without limitation, the form of subordination, assignment and security agreement typically required by Agency Lenders), or other similar agreements customarily required by Agency Lenders and other Facility Mortgagees in connection with a mortgage relating to a skilled nursing facility or assisted living facility, (ii) modify this Lease as necessary to incorporate the provisions and requirements generally imposed by an Agency Lender or other Facility Mortgagee in connection with a facility lease relating to a skilled nursing facility or assisted living facility encumbered with a Facility Mortgage by an Agency Lender or other Facility Mortgagee, including, without limitation, requirements that: (a) Tenant comply with the operational requirements set forth in the applicable Facility Mortgage Documents (including, without limitation, the obligations under any regulatory agreement or subordination agreement with an Agency Lender or other Facility Mortgagee), and (b) in lieu of any duplicative impound and/or reserve obligations hereunder, obligate Tenant to fund reserves with the Agency Lender or other Facility Mortgagee for taxes, insurance and/or capital improvement and repair obligations as may be required by said Agency Lender or other Facility Mortgagee and (iii) provide, within ten (10) days of request therefor from Landlord, such reasonable documents and materials requested by any Agency Lender or other Facility Mortgagee, including without limitation, insurance certificates. In connection with the foregoing, and notwithstanding the provisions of Section 7.6, in the event that any Facility Mortgagee requires that reserves for capital improvements and repairs be impounded with Facility Mortgagee in advance of the expenditure thereof, Tenant agrees to deliver such impound deposits in advance monthly deposits for impounding directly with Facility Mortgagee; provided, however, that (1) the aggregate annual amount of such impound requirements shall not exceed the product of (x) the Required Per Bed Annual Capital Expenditures Amount, times (y) the weighted average of the number of licensed beds in all Facilities during the applicable Lease Year, and (2) any amounts which Tenant is required to fund into a Facility Mortgage Repair Reserve Account 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 Tenant for such applicable Facilities under Section 7.6. During the Term, and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Repair Reserve Account and the requirements of the applicable Facility Mortgagee thereunder, have access to and the right to apply or use (including for reimbursement) all monies held in each such Facility Mortgage Repair Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Repair Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Repair Reserve Account are the property of Tenant and, provided that no Event of Default shall have occurred and be continuing hereunder, Landlord is obligated to return the portion of such funds not previously released to Tenant within sixty (60) days following the earlier of (I) the expiration or earlier termination of this Lease with respect to the applicable Facilities or (II) the maturity or earlier prepayment of the applicable Facility Mortgage. In the event any Agency Lender or other Facility Mortgagee requires, as a condition to making a Facility Mortgage, an intercreditor agreement with any receivables lender of Tenant, Tenant shall enter into any such intercreditor agreement and shall take all commercially reasonable efforts to cause said receivables lender to enter into such intercreditor agreement with said Agency Lender or other Facility Mortgagee on terms reasonably acceptable to said Agency Lender or other Facility Mortgagee and such receivables lender of Tenant.. 16.4

Cooperation; Modifications. Notwithstanding anything in this Lease to the contrary, Tenant hereby agrees that in connection with obtaining any Facility Mortgage for any Facility or interest therein, including, without limitation, where the Facility Mortgagee is an Agency Lender, Tenant shall: (i) execute and deliver to such Agency Lender or other Facility Mortgagee (on the form required by such Agency Lender or other Facility Mortgagee) any tenant regulatory agreements (including, without limitation, the form of regulatory agreement typically required by Agency Lenders), subordination agreements (including, without limitation, the form of subordination, assignment and security agreement typically required by Agency Lenders), or other similar agreements customarily required by Agency Lenders and other Facility Mortgagees in connection with a mortgage relating to a skilled nursing facility or assisted living facility, and (ii) modify this Lease as necessary to incorporate the provisions and requirements generally imposed by an Agency Lender or other Facility Mortgagee in connection with a facility lease relating to a skilled nursing facility or assisted living facility encumbered with a Facility Mortgage by an Agency Lender or other Facility Mortgagee, includingprovided however this section shall not be deemed to (A) impose on Tenant obligations which (i) increase Tenant’s monetary obligations under this Lease, without limitation(ii) materially and adversely increase Tenant’s non-monetary obligations under this Lease or (B) diminish Tenant’s rights under this Lease. For purposes of the foregoing, any proposed implementation of new occupancy or financial covenants or requirements that: (a) with respect to payor mix shall be deemed to materially diminish Tenant’s rights under this Lease. Tenant comply with the operational requirements set forth in hereby acknowledges and agrees, however, that an obligation under the applicable Facility Mortgage Documents (including, without limitation, the obligations under to post impounds for property taxes with respect to any regulatory agreement or subordination agreement with an Agency Lender or other Facility Mortgagee), and (b) in lieu of any duplicative impound and/or reserve obligations hereunder, obligate Tenant to fund reserves with the Agency Lender or other Facility Mortgagee for taxes, insurance and/or capital improvement and repair obligations as may be required by said Agency Lender or other Facility Mortgagee and (iii) provide, within ten (10) days of request therefor from Landlord, such reasonable documents and materials requested by any Agency Lender or other Facility Mortgagee, including without limitation, insurance certificates. In connection with the foregoing, and notwithstanding the provisions of Section 7.6, in the event that any Facility Mortgagee requires that reserves for capital improvements and repairs be impounded with Facility Mortgagee in advance of the expenditure thereof, Tenant agrees to deliver such impound deposits in advance monthly deposits for impounding directly with Facility Mortgagee; provided, however, that period not more than one (1) the aggregate annual amount of such impound requirements month in advance (whether now existing or later created) shall not exceed the product be deemed or construed to increase Tenant’s monetary obligations under this Lease. If any new Facility Mortgage Documents to be executed by Landlord or any Affiliate of (x) the Required Per Bed Annual Capital Expenditures AmountLandlord would impose on Tenant any obligations under this Section, times (y) the weighted average Landlord shall provide copies of the number of licensed beds in all Facilities during the applicable Lease Year, and (2) any amounts which Tenant is required same to fund into a Facility Mortgage Repair Reserve Account 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 Tenant for such applicable Facilities under Section 7.6. During the Term, and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject informational purposes (but not for Tenant’s approval) prior to the terms execution and conditions delivery thereof by Landlord or any Affiliate of such Facility Mortgage Repair Reserve Account and the requirements of the applicable Facility Mortgagee thereunder, have access to and the right to apply or use (including for reimbursement) all monies held in each such Facility Mortgage Repair Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Repair Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Repair Reserve Account are the property of Tenant and, provided that no Event of Default shall have occurred and be continuing hereunder, Landlord is obligated to return the portion of such funds not previously released to Tenant within sixty (60) days following the earlier of (I) the expiration or earlier termination of this Lease with respect to the applicable Facilities or (II) the maturity or earlier prepayment of the applicable Facility MortgageLandlord. In the event any Agency Lender or other Facility Mortgagee requires, as a condition to making a Facility Mortgage, an intercreditor agreement with any receivables lender of Tenant, Tenant shall enter into any such intercreditor agreement and shall take all commercially reasonable efforts to cause said receivables lender to enter into such intercreditor agreement with said Agency Lender or other Facility Mortgagee on terms reasonably acceptable to Tenant, Tenant’s receivables lender, said Agency Lender or other Facility Mortgagee and such receivables lender of TenantMortgagee.

Cooperation; Modifications. Notwithstanding anything in this Lease to the contrary, Tenant hereby agrees that in connection with obtaining any Facility Mortgage for any Facility or interest therein, including, without limitation, where the Facility Mortgagee is an Agency Lender, Tenant shall: (i) execute and deliver to such Agency Lender or other Facility Mortgagee (on the form required by such Agency Lender or other Facility Mortgagee) any tenant regulatory agreements (including, without limitation, the form of regulatory agreement typically required by Agency Lenders), subordination agreements (including, without limitation, the form of subordination, assignment and security agreement typically required by Agency Lenders), or other similar agreements customarily required by Agency Lenders and other Facility Mortgagees in connection with a mortgage relating to a skilled nursing facility or assisted living facility, and (ii) modify this Lease as necessary to incorporate the provisions and requirements generally imposed by an Agency Lender or other Facility Mortgagee in connection with a facility lease relating to a skilled nursing facility or assisted living facility encumbered with a Facility Mortgage by an Agency Lender or other Facility Mortgagee, including, without limitation, requirements that: (a) Tenant comply with the operational requirements set forth in the applicable Facility Mortgage Documents (including, without limitation, the obligations under any regulatory agreement or subordination agreement with an Agency Lender or other Facility Mortgagee), and (b) in lieu of any duplicative impound and/or reserve obligations hereunder, obligate Tenant to fund reserves with the Agency Lender or other Facility Mortgagee for taxes, insurance and/or capital improvement and repair obligations as may be required by said Agency Lender or other Facility Mortgagee Mortgagee, and (iii) provide, within ten (10) days of request therefor from Landlord, such reasonable documents and materials requested by any Agency Lender or other Facility Mortgageea lender, including without limitation, insurance certificates. In connection with the foregoing, and notwithstanding the provisions of Section 7.6, in the event that any Facility Mortgagee requires that reserves for capital improvements and repairs be impounded with Facility Mortgagee in advance of the expenditure thereof, Tenant agrees to deliver such impound deposits in advance monthly deposits for impounding directly with Facility Mortgagee; provided, however, that (1) the aggregate annual amount of such impound requirements shall not exceed the product of (x) the Required Per Bed Annual Capital Expenditures Amount, times (y) the weighted average of the number of licensed beds in all Facilities during the applicable Lease Year, and (2) any amounts which Tenant is required to fund into a Facility Mortgage Repair Reserve Account 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 Tenant for such applicable Facilities under Section 7.6. During the Term, and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Repair Reserve Account and the requirements of the applicable Facility Mortgagee thereunder, have access to and the right to apply or use (including for reimbursement) all monies held in each such Facility Mortgage Repair Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Repair Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Repair Reserve Account are the property of Tenant and, provided that no Event of Default shall have occurred and be continuing hereunder, Landlord is obligated to return the portion of such funds not previously released to Tenant within sixty (60) days following the earlier of (I) the expiration or earlier termination of this Lease with respect to the applicable Facilities or (II) the maturity or earlier prepayment of the applicable Facility Mortgage. In the event any Agency Lender or other Facility Mortgagee requires, as a condition to making a Facility Mortgage, an intercreditor agreement with any receivables lender of Tenant, Tenant shall enter into any such intercreditor agreement and shall take all commercially reasonable efforts to cause said receivables lender to enter into such intercreditor agreement with said Agency Lender or other Facility Mortgagee on terms reasonably acceptable to said Agency Lender or other Facility Mortgagee and such receivables lender of TenantMortgagee.

Cooperation; Modifications. Notwithstanding anything in this Lease to the contrary, Tenant hereby agrees that in connection with obtaining any Facility Mortgage for any Facility or interest therein, including, without limitation, where the Facility Mortgagee is an Agency Lender, Tenant shall: (i) execute and deliver to such Agency Lender or other Facility Mortgagee (on the form required by such Agency Lender or other Facility Mortgagee) any tenant regulatory agreements (including, without limitation, the form of regulatory agreement typically required by Agency Lenders), subordination agreements (including, without limitation, the form of subordination, assignment and security agreement typically required by Agency Lenders), or other similar agreements customarily required by Agency Lenders and other Facility Mortgagees in connection with a mortgage relating to a skilled nursing facility or assisted living facility, and (ii) modify this Lease as necessary to incorporate the provisions and requirements generally imposed by an Agency Lender or other Facility Mortgagee in connection with a facility lease relating to a skilled nursing facility or assisted living facility encumbered with a Facility Mortgage by an Agency Lender or other Facility Mortgagee, including, without limitation, requirements that: (a) Tenant comply with the operational requirements set forth in the applicable Facility Mortgage Documents (including, without limitation, the obligations under any regulatory agreement or subordination agreement with an Agency Lender or other Facility Mortgagee), and (b) in lieu of any duplicative impound and/or reserve obligations hereunder, obligate Tenant to fund reserves with the Agency Lender or other Facility Mortgagee for taxes, insurance and/or capital improvement and repair obligations as may be required by said Agency Lender or other Facility Mortgagee and (iii) provide, within ten (10) days of request therefor from Landlord, such reasonable documents and materials requested by any Agency Lender or other Facility Mortgagee, including without limitation, insurance certificates. In connection with the foregoing, and notwithstanding the provisions of Section 7.6, in the event that any Facility Mortgagee requires that reserves for capital improvements and repairs be impounded with Facility Mortgagee in advance of the expenditure thereof, Tenant agrees to deliver such impound deposits in advance monthly deposits for impounding directly with Facility Mortgagee; provided, however, that (1) the aggregate annual amount of such impound requirements shall not exceed the product of (x) the Required Per Bed Annual Capital Expenditures Amount, times (y) the weighted average of the number of licensed beds in all Facilities during the applicable Lease Year, and (2) any amounts which Tenant is required to fund into a Facility Mortgage Repair Reserve Account 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 Tenant for such applicable Facilities under Section 7.6. During the Term, and provided that no Event of Default shall have occurred and be continuing hereunder, Tenant shall, subject to the terms and conditions of such Facility Mortgage Repair Reserve Account and the requirements of the applicable Facility Mortgagee thereunder, have access to and the right to apply or use (including for reimbursement) all monies held in each such Facility Mortgage Repair Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Repair Reserve Account is maintained, and Landlord agrees to reasonably cooperate with Tenant in connection therewith. Landlord hereby acknowledges that funds deposited by Tenant in any Facility Mortgage Repair Reserve Account are the property of Tenant and, provided that no Event of Default shall have occurred and be continuing hereunder, Landlord is obligated to return the portion of such funds not previously released to Tenant within sixty (60) days following the earlier of (I) the expiration or earlier termination of this Lease with respect to the applicable Facilities or (II) the maturity or earlier prepayment of the applicable Facility Mortgage. In the event any Agency Lender or other Facility Mortgagee requires, as a condition to making a Facility Mortgage, an intercreditor agreement with any receivables lender of Tenant, Tenant shall enter into any such intercreditor agreement and shall take all commercially reasonable efforts to cause said receivables lender to enter into such intercreditor agreement with said Agency Lender or other Facility Mortgagee on terms reasonably acceptable to said Agency Lender or other Facility Mortgagee and such receivables lender of Tenant.Liberty:Pristine