Common use of FACILITY MORTGAGES Clause in Contracts

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.

FACILITY MORTGAGES. (a) Without Cooperation in Obtaining Facility Mortgages. BLC Holdings and the consent Brookdale Lessees agree to reasonably cooperate with PSLT-BLC Holdings and the Provident Lessors to assist PSLT-BLC Holdings and the Provident Lessors in obtaining new Facility Mortgages or a refinancing of Tenantthe Existing Facility Mortgages or otherwise obtain additional mortgage debt secured by the Facilities (any of the foregoing referred to herein as a "Facility Mortgage Refinancing"), Landlord 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, subject to and may cause the terms and conditions set forth below applicable Provident Lessor to, obtain any Facility Mortgage as it may determine 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 Leaseits sole discretion; provided, however, that Tenant PSLT-BLC Holdings agrees that its interest 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 this Lease is subordinate to 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 mortgage Facility Mortgage increase the Base Rent (as defined in the applicable Property Lease(s)) payable under the applicable Property Lease(s) or deed of trust that may hereafter from time to time be recorded on alter the Property, and to any and all advances made or to be made payment schedule for Base Rent thereunder, and BLC Holdings agrees that BLC Holdings' and the Brookdale Lessees' respective obligations to renewalscomply 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), replacements 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 Lessee(s) under the applicable Property Lease(s). In addition, (x) PSLT-BLC Holdings shall not, and extensions thereof. Any 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 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 cause the Facility Mortgagee under any Facility Mortgage Refinancing to (A) include a provision in the Facility Mortgage which permits the assignment of such subordinationFacility Mortgage to, and the assumption of such Facility Mortgage by, BLC Holdings or its designee in accordance with the Purchase Option contemplated pursuant to Paragraph 14 hereof, or (B) provide express consent to the assignment and assumption of such Facility Mortgage to BLC Holdings or its designee in accordance with the Purchase Option contemplated pursuant to Paragraph 14 hereof; provided, however, shall be subject that if PSLT-BLC Holdings and/or the applicable Provident Lessor is unsuccessful in its efforts to obtain 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, provisions set forth 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 this clause (including the mortgagee or beneficiary under such mortgage or deed of trusty), 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, then it shall not be binding upon any encumbrancer or any other person, firm or corporation acquiring a default hereunder if such terms are not included in 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 consentFacility Mortgage Refinancing.

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 mortgagelien, deed of trust encumbrance or lien title retention agreement (“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 Any such Encumbrance (i) shall contain the right to prepay (whether or not subject to a prepayment penalty), (ii) shall provide that it is subject to the rights of Tenant under this Lease (including Tenant’s rights to insurance proceeds and condemnation awards as provided in this Lease) and (iii) shall not increase the obligations imposed on, or reduce the rights granted to, 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 lenderslender, 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 Facility (including the mortgagee or beneficiary under such mortgage or deed of trust), shall acquire or hold the Facilities Facility 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.51 05191N:091419:828868:7:NASHVILLE

FACILITY MORTGAGES. (a) Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this ArticleSection, from time to time, directly or indirectly, create or otherwise cause to exist any mortgagelien, deed of trust encumbrance, security interest or lien title retention agreement (“Encumbrance”"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 Any such Encumbrance (i) shall provide that it is contain the right to prepay (whether or not subject to a prepayment penalty, which penalty shall be paid by Landlord); (ii) shall be paid in full and released and reconveyed in the rights event Tenant purchases the Property pursuant to the applicable provisions of Tenant under this Lease; provided, however, that and (iii) shall not provide for negative capitalization of interest. Tenant agrees that its interest under it shall subordinate this Lease is subordinate to any mortgage mortgage, security interest or deed of trust that may hereafter from time to time be recorded on Landlord's interest in the Property, and to any and all advances made or to be made thereunder, and to renewals, replacements and extensions thereof. Tenant's failure to deliver any reasonable written subordination document requested by Landlord in accordance with the preceding sentence within ten Business Days after Notice thereof shall constitute an Event of Default hereunder. 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 Property (including the mortgagee or beneficiary under such mortgage or deed of trust), shall acquire or hold the Facilities Property subject to this Lease and Tenant’s rights hereunder so long as no Event of Default exists. has occurred and is continuing hereunder, and so long as Tenant hereby agrees to recognize recognizes such purchaser as the landlord under this Lease and agrees agrees, if requested to do so, 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 Landlord represents and warrants to Tenant that any purported cancellation as of the date of this Lease, reduction in its effective rate there are no mortgages or deeds of rent, shortening of its term trust executed by Landlord 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 under which Landlord has assumed liability encumbering 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 consentProperty.

FACILITY MORTGAGES. (a) Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this ArticleSection, from time to time, directly or indirectly, create or otherwise cause to exist any mortgagelien, deed of trust encumbrance or lien title retention agreement (“"Encumbrance”") upon the Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancingrefinancing provided that the principal amount of such borrowing, financing or refinancing does not exceed 80% of the then Fair Market Value of the Property. Except as otherwise expressly stated herein, any Any such Encumbrance shall provide that it is contain the right to prepay (whether or not subject to the rights of Tenant under this Lease; provided, however, that a prepayment penalty). Tenant agrees that its interest under it will subordinate 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. Tenant's failure to deliver any reasonable written subordination document requested by Landlord in accordance with the preceding sentence within five Business Days of Landlord's demand therefor shall constitute an Event of Default hereunder. 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 nondisturbance 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 Property (including the mortgagee or beneficiary under such mortgage or deed of trust), shall acquire or hold the Facilities Property subject to this Lease and Tenant’s rights hereunder so long as no Event of Default existsTenant is not in default hereunder. 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 corporation, acquiring the Property Property, at any sale or other proceedings, or pursuant to the exercise of any rights, powers or remedies under any Encumbrance, without such said encumbrancer’s 's prior written consent.

FACILITY MORTGAGES. (a) Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this ArticleSection, from time to time, directly or indirectly, create or otherwise cause to exist any mortgagelien, deed of trust encumbrance, security interest or lien title retention agreement (“Encumbrance”"ENCUMBRANCE") upon the Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancingrefinancing provided that the principal amount of such borrowing, financing or refinancing does not exceed 80% of the then Fair Market Value of the Property. Except as otherwise expressly stated herein, any Any such Encumbrance (i) shall contain the right to prepay (whether or not subject to a prepayment penalty, which penalty shall be paid by Landlord); (ii) shall provide that it is subject to the rights of Tenant under this Lease, including the rights of Tenant to acquire the Property pursuant to the applicable provisions of this Lease; (iii) shall be paid in full and released and reconveyed in the event Tenant purchases the Property pursuant to this Lease, unless Tenant elects to assume such Encumbrance; and (iv) shall not provide for negative amortization or capitalization of interest; provided, however, that Tenant agrees that its interest under it shall subordinate this Lease is subordinate to any mortgage mortgage, security interest or deed of trust that may hereafter from time to time be recorded on Landlord's interest in the Property, and to any and all advances made or to be made thereunder, and to renewals, replacements and extensions thereof. Tenant's failure to delivery any reasonable written subordination document requested by Landlord in accordance with the preceding sentence within ten Business Days after Notice thereof shall constitute an Event of Default hereunder. 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 Property (including the mortgagee or beneficiary under such 61 63 mortgage or deed of trust), shall acquire or hold the Facilities Property subject to this Lease and Tenant’s rights hereunder so long as no Event of Default exists. has occurred and is continuing hereunder, and so long as Tenant hereby agrees to recognize recognizes such purchaser as the landlord under this Lease and agrees agrees, if requested to do so, 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.

FACILITY MORTGAGES. (a) Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this ArticleSection, from time to time, directly or indirectly, create or otherwise cause to exist any mortgagelien, deed of trust encumbrance or lien title retention agreement (“"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 Any such Encumbrance (i) shall contain the right to prepay (whether or not subject to a prepayment penalty) and (ii) shall provide that it is subject to the rights of Tenant under this Lease (including Tenant's rights to insurance proceeds and condemnation awards as provided in this Lease); provided, however, that Tenant agrees that its interest under it will subordinate 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, except Tenant shall not be required to subordinate its rights hereunder to insurance proceeds and condemnation awards. Tenant's failure to deliver any reasonable written subordination document requested by Landlord in accordance with the preceding sentence within twenty-five days of Landlord's demand therefor shall constitute an Event of Default hereunder. 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 Property (including the mortgagee or beneficiary under such mortgage or deed of trust)) , shall acquire or hold the Facilities Property 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 's prior written consent.

FACILITY MORTGAGES. (a) Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this ArticleSection, from time to time, directly or indirectly, create or otherwise cause to exist any mortgagelien, deed of trust encumbrance, security interest or lien title retention agreement (“Encumbrance”"ENCUMBRANCE") upon the Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancingrefinancing provided that the principal amount of such borrowing, financing or refinancing does not exceed 80% of the then Fair Market Value of the Property. Except as otherwise expressly stated herein, any Any such Encumbrance (I) shall contain the right to prepay (whether or not subject to a prepayment penalty, which penalty shall be paid by Landlord), (ii) shall provide that it is subject to the rights of Tenant under this Lease, including the rights of Tenant to acquire the Property pursuant to the applicable provisions of this Lease; provided, however, that Tenant agrees that it will not unreasonably withhold its interest under consent to any request by Landlord that Tenant subordinate 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 thereofthereof and (iii) shall be paid in full and released and reconveyed in the event Tenant purchases the Property pursuant to this Lease, unless Tenant elects to assume such Encumbrance. 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-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 Properly (including the mortgagee or beneficiary under such mortgage or deed of trust), shall acquire or hold the Facilities Property subject to this Lease and Tenant’s rights hereunder so long as no Event of Default exists. Tenant hereby agrees to recognize is not in default hereunder, and so long as Tenant recognizes such purchaser as the landlord Landlord under this Lease and agrees agrees, if requested to do so, 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.

FACILITY MORTGAGES. (a) Without Existing Tax-Exempt Bonds. Certain of the consent 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 Tenant, Landlord may, subject to the TEB Pool on terms and conditions set forth below 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 this ArticleCapstead Equity. Upon the TEB Pool Refunding, from time such collateral shall be returned to timeCapstead 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, create or otherwise cause to exist any mortgage, deed of trust or lien (“Encumbrance”) upon from a conclusive IRS determination that 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 thereofTEB Pool Bonds are taxable. Any such subordinationloss, howevercost, 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 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 assurances required 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 be provided 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 to Landlord pursuant to the exercise "Permitted Contests" section of any rights, powers or remedies under any Encumbrance, without such encumbrancer’s prior written consentthe applicable Property Lease.