Common use of FACILITY MORTGAGES Clause in Contracts

FACILITY MORTGAGES. Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this Section, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance, security interest or 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. 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 be paid in full and released and reconveyed in the event Tenant purchases the Property pursuant to the applicable provisions of this Lease; and (iii) shall not provide for negative capitalization of interest. Tenant agrees that it shall subordinate this Lease to any 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 satisfactory to Tenant, whereunder it is agreed that in the event of a sale or foreclosure under such mortgage or deed of trust, the purchaser of the Property (including the mortgagee or beneficiary under such mortgage or deed of trust), shall acquire or hold the Property subject to this Lease so long as no Event of Default has occurred and is continuing hereunder, and so long as Tenant recognizes such purchaser as the landlord under this Lease and 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. Landlord represents and warrants to Tenant that as of the date of this Lease, there are no mortgages or deeds of trust executed by Landlord or under which Landlord has assumed liability encumbering the Property.

FACILITY MORTGAGES. Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this Section, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance, security interest or 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. 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 the applicable provisions of this Lease, unless Tenant elects to assume such Encumbrance; and (iiiiv) shall not provide for negative amortization or capitalization of interest. ; provided, however, that Tenant agrees that it shall subordinate this Lease to any 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 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 satisfactory to Tenant, whereunder it is agreed that in the event of a sale or foreclosure under such mortgage or deed of trust, the purchaser of the Property (including the mortgagee or beneficiary under such 61 63 mortgage or deed of trust), shall acquire or hold the Property subject to this Lease so long as no Event of Default has occurred and is continuing hereunder, and so long as Tenant recognizes such purchaser as the landlord under this Lease and 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. Landlord represents and warrants to Tenant that as of the date of this Lease, there are no mortgages or deeds of trust executed by Landlord or under which Landlord has assumed liability encumbering the Property.

FACILITY MORTGAGES. (a) Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this SectionArticle, from time to time, directly or indirectly, create or otherwise cause to exist any lienmortgage, encumbrance, security interest deed of trust or title retention agreement lien ("ENCUMBRANCE"“Encumbrance”) upon the Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing. Any Except as otherwise expressly stated herein, any such Encumbrance (i) shall contain the right to prepay (whether or not provide that it is subject to a prepayment penalty, which penalty shall be paid by Landlord); (ii) shall be paid in full and released and reconveyed in the event rights of Tenant purchases the Property pursuant to the applicable provisions of under this Lease; and (iii) shall not provide for negative capitalization of interest. provided, however, that Tenant agrees that it shall subordinate its interest under this Lease is subordinate to any mortgage, security interest mortgage 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 Property Facilities (including the mortgagee or beneficiary under such mortgage or deed of trust), shall acquire or hold the Property Facilities subject to this Lease and Tenant’s rights hereunder so long as no Event of Default has occurred and is continuing hereunder, and so long as exists. Tenant recognizes hereby agrees to recognize such purchaser as the landlord under this Lease and agrees, if requested to do so, agrees to attorn to such purchaser and, if instructed to do so by such purchaser, to make rental payments directly to it. Landlord represents and warrants to Such subordination agreement may also include an acknowledgment by Tenant that as of the date any purported cancellation of this Lease, there 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. (b) To the extent required by a Facility Mortgagee and provided that Landlord is not a Restricted Landlord, Tenant agrees to reasonably cooperate with Landlord with respect to Landlord securing any indebtedness or any other Encumbrance placed on the Facilities in accordance with the provisions of this Article 23, which cooperation shall include, without limitation, upon Landlord’s request, (i) Tenant agreeing to be bound by certain terms of such financing provided such terms do not materially increase the monetary obligations of Tenant and are no mortgages or deeds of trust executed customarily required by institutional lenders at the time (and Tenant shall agree to be bound so long as any increase in a monetary obligation beyond a de minimis extent is, at Tenant’s election, either satisfied directly by Landlord or promptly reimbursed to Tenant by Landlord), (ii) Tenant’s payment of Rent and Additional Charges to a lockbox or other account designated by the Facility Mortgagee, (iii) establishment of a lockbox mechanism (for the benefit of a Facility Mortgagee) to collect subrent from Subtenants, (iv) modifications to the SPE requirements in Schedule 17.1 in line with customary lending market practices at the time, and application of such requirements to Subtenants, (v) Tenant to give each Facility Mortgagee notice of all material defaults of Landlord under which Landlord has assumed liability encumbering this Lease, and to provide such Facility Mortgagee with a reasonable opportunity to cure such default, not to exceed thirty (30) days, before the PropertyTenant exercises any rights or remedies in respect thereof and (vi) maintenance and submission of financial records and accounts that relate exclusively to the operation of the Facilities and other information regarding operator, Tenant and Subtenant, and the Facilities themselves. Notwithstanding the foregoing, Tenant shall not be required to comply with, or agree to, (A) any decrease of rights, except to a de minimis extent, (B) financial covenants in addition to those contained in either Section 11.3, (C) any revisions to the financial covenants in Section 11.3, or (D) any obligation that would materially adversely affect the use or operation of a Facility. The parties hereto acknowledge that (x) an increase in the monetary obligations of Tenant shall not in and of itself constitute a decrease in Tenant’s rights and (y) Tenant’s compliance with any matter set forth in clauses (ii) – (iv) immediately above, in each case, shall not in and of itself constitute a decrease in Tenant’s rights.

FACILITY MORTGAGES. Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this Section, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance, security interest or 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. Any such Encumbrance (iI) shall 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 provide that it is subject to the event rights of Tenant purchases under this Lease, including the rights of Tenant to acquire the Property pursuant to the applicable provisions of this Lease; and (iii) shall not provide for negative capitalization of interest. provided, however, that Tenant agrees that it shall will not unreasonably withhold its consent to any request by Landlord that Tenant subordinate this Lease to any mortgage, security interest mortgage 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 thereof and (iii) shall be paid in full and released and reconveyed in the event Tenant purchases the Property pursuant 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 hereunderthis 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 satisfactory to Tenant, whereunder it is agreed that in the event of a sale or foreclosure under such mortgage or deed of trust, the purchaser of the Property Properly (including the mortgagee or beneficiary under such mortgage or deed of trust), shall acquire or hold the Property subject to this Lease so long as no Event of Default has occurred and Tenant is continuing not in default hereunder, and so long as Tenant recognizes such purchaser as the landlord Landlord under this Lease and 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. Landlord represents and warrants to Tenant that as of the date of this Lease, there are no mortgages or deeds of trust executed by Landlord or under which Landlord has assumed liability encumbering the Property.

FACILITY MORTGAGES. Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this Section, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance, security interest encumbrance or title retention agreement ("ENCUMBRANCEEncumbrance") 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. 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 be paid in full and released and reconveyed in the event Tenant purchases the Property pursuant to the applicable provisions of this Lease; and (iii) shall not provide for negative capitalization of interest. Tenant agrees that it shall will subordinate this Lease to any mortgage, security interest mortgage 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 five Business Days after Notice thereof 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 satisfactory to Tenant, whereunder it is agreed that in the event of a sale or foreclosure under such mortgage or deed of trust, the purchaser of the Property (including the mortgagee or beneficiary under such mortgage or deed of trust), shall acquire or hold the Property subject to this Lease so long as no Event of Default has occurred and Tenant is continuing not in default hereunder, and so long as . Tenant recognizes hereby agrees to recognize such purchaser as the landlord under this Lease and agrees, if requested to do so, agrees to attorn to such purchaser and, if instructed to do so by such purchaser, to make rental payments directly to it. Landlord represents and warrants to Such subordination agreement may also include an acknowledgment by Tenant that as of the date any purported cancellation of this Lease, there are no mortgages reduction in its effective rate of rent, shortening of its term or deeds extension of trust executed by Landlord its term at a reduced effective rate of rent, shall not be binding upon any encumbrancer or under which Landlord has assumed liability encumbering 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 said encumbrancer's prior written consent.

FACILITY MORTGAGES. Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this Section, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance, security interest encumbrance or title retention agreement ("ENCUMBRANCEEncumbrance") upon the Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing. 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); ) and (ii) shall be paid in full and released and reconveyed in the event Tenant purchases the Property pursuant provide that it is subject to the applicable provisions 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 provide for negative capitalization of interest. provided, however, that Tenant agrees that it shall will subordinate this Lease to any mortgage, security interest mortgage 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, 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 ten Business Days after Notice thereof 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 Tenant, whereunder it is agreed that in the event of a sale or foreclosure under such mortgage or deed of trust, the purchaser of the Property (including the mortgagee or beneficiary under such mortgage or deed of trust)) , shall acquire or hold the Property subject to this Lease so long as no Event of Default has occurred and is continuing hereunder, and so long as exists. Tenant recognizes hereby agrees to recognize such purchaser as the landlord under this Lease and agrees, if requested to do so, agrees to attorn to such purchaser and, if instructed to do so by such purchaser, to make rental payments directly to it. Landlord represents and warrants to Such subordination agreement may also include an acknowledgment by Tenant that as of the date any purported cancellation of this Lease, there are no mortgages reduction in its effective rate of rent, shortening of its term or deeds extension of trust executed by Landlord 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 which Landlord has assumed liability encumbering the Propertyany Encumbrance, without such encumbrancer's prior written consent.

FACILITY MORTGAGES. Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this SectionArticle, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance, security interest encumbrance or 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. 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 be paid in full and released and reconveyed in the event Tenant purchases the Property pursuant provide that it is subject to the applicable provisions 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 provide for negative capitalization of interest. increase the obligations imposed on, or reduce the rights granted to, Tenant under this Lease; provided, however, that Tenant agrees that it shall subordinate its interest under this Lease is subordinate to any mortgage, security interest mortgage 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 Tenantsuch lender, whereunder it is agreed that in the event of a sale or foreclosure under such mortgage or deed of trust, the purchaser of the Property Facility (including the mortgagee or beneficiary under such mortgage or deed of trust), shall acquire or hold the Property Facility subject to this Lease and Tenant’s rights hereunder so long as no Event of Default has occurred and is continuing hereunder, and so long as exists. Tenant recognizes hereby agrees to recognize such purchaser as the landlord under this Lease and agrees, if requested to do so, agrees to attorn to such purchaser and, if instructed to do so by such purchaser, to make rental payments directly to it. Landlord represents and warrants to Such subordination agreement may also include an acknowledgment by Tenant that as of the date any purported cancellation of this Lease, there are no mortgages reduction in its effective rate of rent, shortening of its term or deeds extension of trust executed by Landlord its term at a reduced effective rate of rent, shall not be binding upon any encumbrancer or under which Landlord has assumed liability encumbering any other person, firm or corporation acquiring the Property.51 05191N:091419:828868:7:NASHVILLE