Common use of Net Proceeds Paid to Facility Mortgagee Clause in Contracts

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything in this Lease to the contrary, if any Facility Mortgagee is entitled to any Net Proceeds or any portion thereof under the terms of any Facility Mortgage, the Net Proceeds shall be applied, held and/or disbursed in accordance with the terms of the Facility Mortgage. Lessor shall make commercially reasonable efforts to cause the Net Proceeds to be applied to the restoration of the Leased Property. If the Facility Mortgagee elects to apply the Net Proceeds to the indebtedness secured by the Facility Mortgage and the Net Proceeds would otherwise be available pursuant to this Article XIV for restoration of the affected Facility, Lessee may elect to (a) restore the affected Facility as nearly as possible under the circumstances to a complete architectural unit of the same general character and condition as that of the Facility existing immediately prior to such damage or destruction or (b) if no Event of Default or Unmatured Event of Default has occurred and is continuing, terminate this Lease as to such Facility by delivery of written notice to Lessor within thirty (30) days of the date the Facility Mortgagee elects to apply the Net Proceeds to the indebtedness secured by the Facility Mortgage. In any such circumstance where Lessee elects to terminate the Lease as to the affected Facility pursuant to this Section, Lessor may, at its option, within thirty (30) days of Lessee’s election to so terminate make available to Lessee pursuant to the same terms as set forth in this ARTICLE XIV funds equal to the lesser of (x) the amount of funds Lessor would be obligated to make available to Lessee for such restoration pursuant to this ARTICLE XIV if the Facility Mortgagee had not so applied such funds and (y) the amount of such funds so applied by the Facility Mortgagee. If Lessor does make such funds available to Lessee as provided for in this Section, the Lease shall not terminate with respect to the affected Facility. If the Lessor does not elect to make such funds available to Lessee within such thirty (30) day period, the Lease shall terminate with respect to the affected Facility on the thirtieth (30th) day following the last day of such thirty (30) day period. If this Lease is so terminated as to a Facility pursuant to this Section, (a) Lessee may purchase the Facility at its Fair Market Value as of the termination date (i.e., after the casualty) within sixty (60) days of the termination date (with delivery of documents consistent with the documents which would be delivered in connection the option set forth in Section 30.1) and (b) the annual Base Rent shall be reduced as of the termination date for such Facility by an amount equal to (i) the sum of (x) the purchase price paid by Lessee to Lessor for the Facility and (y) amount of Net Proceeds applied to the indebtedness secured by the Facility Mortgage, multiplied by (ii) the Capitalization Rate (for example, if (i) the Lease is terminated pursuant to this Section as to a Facility, (ii) the Net Proceeds applied by the Facility Mortgagee equal Two Million Dollars ($2,000,000), and (iii) the purchase price paid to Lessor by Lessee equals One Hundred Thousand Dollars ($100,000), then the annual Base Rent would be reduced by Two Hundred Fifteen Thousand Two Hundred Fifty Dollars (($2,000,000 + $100,000) x 10.25% = $215,250).)

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything in this Lease herein to the contrary, if any Facility Mortgagee is entitled to any Net Proceeds Proceeds, or any portion thereof thereof, under the terms of any Facility Mortgage, the Net Proceeds shall be applied, held and/or disbursed in accordance with the terms of the Facility Mortgage. Lessor shall make commercially reasonable efforts to cause the Net Proceeds to be applied to the restoration of the Leased Property. If the Facility Mortgagee elects to apply the Net Proceeds insurance proceeds to the indebtedness secured by the Facility Mortgage and Mortgage, Lessee shall either (i) restore the Net Proceeds would Facility to substantially the same (or better) condition as existed immediately before the damage or destruction, or (ii) terminate this Lease as to such Leased Property upon Notice to Lessor, such termination to be effective as of the first day of the calendar month following the later of (a) the date Lessee learns of the action of the Facility Mortgagee or (b) fifteen (15) days after the date Lessor learns of the action of the Facility Mortgagee, unless within fifteen (15) days of the notice from the Facility Mortgagee the Lessor agrees to make available to Lessee for restoration to or repair of the Leased Property funds equal to the amount applied by the Facility Mortgagee. Unless the damage or destruction is such as to entitle Lessor or Lessee to otherwise be available pursuant terminate this Lease as to such Facility under this Article XIV for restoration of and Lessor or Lessee, as the affected case may be, shall fail to elect to terminate this Lease as to such Facility, in the time and in the manner provided, Lessor shall disburse such funds to Lessee may elect to (a) as provided in Section 14.7 of this Master Lease and Lessee shall restore the affected Facility Leased Property (as nearly as possible under the circumstances circumstances) to a complete architectural unit of the same general character and condition as that of the Facility Leased Property existing immediately prior to such damage or destruction or (b) if no Event of Default or Unmatured Event of Default has occurred and is continuing, terminate this Lease as to such Facility by delivery of written notice to Lessor within thirty (30) days of the date the Facility Mortgagee elects to apply the Net Proceeds to the indebtedness secured by the Facility Mortgagedestruction. In any such circumstance where Lessee elects to terminate the Lease as to the affected Facility pursuant to event this Section, Lessor may, at its option, within thirty (30) days of Lessee’s election to so terminate make available to Lessee pursuant to the same terms as set forth in this ARTICLE XIV funds equal to the lesser of (x) the amount of funds Lessor would be obligated to make available to Lessee for such restoration pursuant to this ARTICLE XIV if the Facility Mortgagee had not so applied such funds and (y) the amount of such funds so applied by the Facility Mortgagee. If Lessor does make such funds available to Lessee as provided for in this Section, the Lease shall not terminate with respect to the affected Facility. If the Lessor does not elect to make such funds available to Lessee within such thirty (30) day period, the Lease shall terminate with respect to the affected Facility on the thirtieth (30th) day following the last day of such thirty (30) day period. If this Master Lease is so terminated as to a such Facility (in which case Lessee shall surrender possession of the affected Facility and Lessee shall transfer to Lessor all of Lessee's interest in the Facility, including, without limitation, Lessee's interest in the licenses pursuant to this Section, (a) Lessee may purchase which the Facility at its Fair Market Value is then operated), as of the termination date (i.e.Proceeds Date, after the casualty) within sixty (60) days of the termination date (with delivery of documents consistent with the documents which would be delivered in connection the option set forth in Section 30.1) and (b) the annual Base Rent due under this Lease during the remainder of the Term shall be reduced as of the termination date for such Facility by an amount equal to (i) the sum product of (x) the purchase price paid by Lessee to Lessor for the Facility and (y) amount of Net Proceeds applied to the indebtedness secured by the Facility Mortgage, multiplied by (ii) the Capitalization Rate (for example, if (i) the Lease is terminated pursuant to this Section as to a Facility, (ii) the Net Proceeds applied by the Facility Mortgagee equal Two Million Dollars ($2,000,000), and (iii) the purchase price paid to Lessor by Lessee equals One Hundred Thousand Dollars ($100,000), then the annual Base Rent would be reduced by Two Hundred Fifteen Thousand Two Hundred Fifty Dollars (($2,000,000 + $100,000) x 10.25% = $215,250)in effect from time to time and the Casualty/Condemnation Reduction Percentage.)

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything in this Lease herein to the contrary, if any Facility Mortgagee is entitled to any Net Proceeds Proceeds, or any portion thereof thereof, under the terms of any Facility Mortgage, the Net Proceeds shall be applied, held and/or disbursed in accordance with the terms of the Facility Mortgage. Lessor Landlord shall make commercially reasonable efforts to cause the Net Proceeds to be applied to the restoration of the Leased Property. If the Facility Mortgagee elects to apply the Net Proceeds insurance proceeds to the indebtedness secured by the Facility Mortgage and Mortgage, Tenant shall either (i) restore the Net Proceeds would otherwise Facility to substantially the same (or better) condition as existed immediately before the damage or destruction, or (ii) terminate this Lease as to such Leased Property upon Notice to Landlord, such termination to be available pursuant to this Article XIV for restoration effective as of the affected Facility, Lessee may elect to first day of the calendar month following the later of (a) the date Tenant learns of the action of the Facility Mortgagee or (b) fifteen (15) days after the date Landlord learns of the action of the Facility Mortgagee, unless within fifteen (15) days of the notice from the Facility Mortgagee the Landlord agrees to make available to Tenant for restoration to or repair of the Leased Property funds equal to the amount applied by the Facility Mortgagee. Unless the damage or destruction is such as to entitle Landlord or Tenant to otherwise terminate this Lease as to such Facility under this ARTICLE XIV and Landlord or Tenant, as the case may be, shall fail to elect to terminate this Lease as to such Facility, in the time and in the manner provided, Landlord shall disburse such funds to Tenant as provided in Section 14.7 of this Master Lease and Tenant shall restore the affected Facility Leased Property (as nearly as possible under the circumstances circumstances) to a complete architectural unit of the same general character and condition as that of the Facility Leased Property existing immediately prior to such damage or destruction or (b) if no Event of Default or Unmatured Event of Default has occurred and is continuing, terminate this Lease as to such Facility by delivery of written notice to Lessor within thirty (30) days of the date the Facility Mortgagee elects to apply the Net Proceeds to the indebtedness secured by the Facility Mortgagedestruction. In any such circumstance where Lessee elects to terminate the Lease as to the affected Facility pursuant to event this Section, Lessor may, at its option, within thirty (30) days of Lessee’s election to so terminate make available to Lessee pursuant to the same terms as set forth in this ARTICLE XIV funds equal to the lesser of (x) the amount of funds Lessor would be obligated to make available to Lessee for such restoration pursuant to this ARTICLE XIV if the Facility Mortgagee had not so applied such funds and (y) the amount of such funds so applied by the Facility Mortgagee. If Lessor does make such funds available to Lessee as provided for in this Section, the Lease shall not terminate with respect to the affected Facility. If the Lessor does not elect to make such funds available to Lessee within such thirty (30) day period, the Lease shall terminate with respect to the affected Facility on the thirtieth (30th) day following the last day of such thirty (30) day period. If this Master Lease is so terminated as to a such Facility (in which case Tenant shall surrender possession of the affected Facility and Tenant shall transfer to Landlord all of Tenant’s interest in the Facility, including, without limitation, Tenant’s interest in the licenses pursuant to this Section, (a) Lessee may purchase which the Facility at its Fair Market Value is then operated), as of the termination date Proceeds Date, the annual Minimum Rent (i.e., after and any 7.0% Upgrade Rent or 9.0% Improvements Rent applicable to the casualtyaffected Facility) within sixty (60) days due under this Lease during the remainder of the termination date (with delivery of documents consistent with the documents which would be delivered in connection the option set forth in Section 30.1) and (b) the annual Base Rent Term shall be reduced as of the termination date for such Facility by an amount equal to (i) the sum of (x) Casualty/Condemnation Reduction Amount and the purchase price paid by Lessee to Lessor for the Facility and (y) amount of Net Proceeds applied the Security Deposit will be reset at an amount equal to the indebtedness secured by the Facility Mortgage, multiplied by (ii) the Capitalization Rate (for example, if (i) the Lease is terminated pursuant to this Section as to a Facility, (ii) the Net Proceeds applied by the Facility Mortgagee equal Two Million Dollars ($2,000,000), and (iii) the purchase price paid to Lessor by Lessee equals One Hundred Thousand Dollars ($100,000), then three months of the annual Base Rent would be reduced by Two Hundred Fifteen Thousand Two Hundred Fifty Dollars (($2,000,000 + $100,000exclusive of the Avon Rent) x 10.25% = $215,250)after giving effect to the reduction.)

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything in this Lease herein to the contrary, if any Facility Mortgagee is entitled to any Net Proceeds Proceeds, or any portion thereof thereof, under the terms of any Facility Mortgage, the Net Proceeds shall be applied, held and/or disbursed in accordance with the terms of the Facility Mortgage. Lessor Landlord shall make commercially reasonable A request for confidential treatment has been made with respect to portions of this document that are marked ‘[*****]’. The redacted portions have been filed separately with the SEC. 63 Master Lease (OHI - Diversicare) Derwent – 9.25.18 efforts to cause the Net Proceeds to be applied to the restoration of the Leased Property. If the Facility Mortgagee elects to apply the Net Proceeds insurance proceeds to the indebtedness secured by the Facility Mortgage and Mortgage, Tenant shall either (i) restore the Net Proceeds would otherwise Facility to substantially the same (or better) condition as existed immediately before the damage or destruction, or (ii) terminate this Lease as to such Leased Property upon Notice to Landlord, such termination to be available pursuant to this Article XIV for restoration effective as of the affected Facility, Lessee may elect to first day of the calendar month following the later of (a) the date Tenant learns of the action of the Facility Mortgagee or (b) fifteen (15) days after the date Landlord learns of the action of the Facility Mortgagee, unless within fifteen (15) days of the notice from the Facility Mortgagee the Landlord agrees to make available to Tenant for restoration to or repair of the Leased Property funds equal to the amount applied by the Facility Mortgagee. Unless the damage or destruction is such as to entitle Landlord or Tenant to otherwise terminate this Lease as to such Facility under this ARTICLE XIV and Landlord or Tenant, as the case may be, shall fail to elect to terminate this Lease as to such Facility, in the time and in the manner provided, Landlord shall disburse such funds to Tenant as provided in Section 14.7 of this Master Lease and Tenant shall restore the affected Facility Leased Property (as nearly as possible under the circumstances circumstances) to a complete architectural unit of the same general character and condition as that of the Facility Leased Property existing immediately prior to such damage or destruction or (b) if no Event of Default or Unmatured Event of Default has occurred and is continuing, terminate this Lease as to such Facility by delivery of written notice to Lessor within thirty (30) days of the date the Facility Mortgagee elects to apply the Net Proceeds to the indebtedness secured by the Facility Mortgagedestruction. In any such circumstance where Lessee elects to terminate the Lease as to the affected Facility pursuant to event this Section, Lessor may, at its option, within thirty (30) days of Lessee’s election to so terminate make available to Lessee pursuant to the same terms as set forth in this ARTICLE XIV funds equal to the lesser of (x) the amount of funds Lessor would be obligated to make available to Lessee for such restoration pursuant to this ARTICLE XIV if the Facility Mortgagee had not so applied such funds and (y) the amount of such funds so applied by the Facility Mortgagee. If Lessor does make such funds available to Lessee as provided for in this Section, the Lease shall not terminate with respect to the affected Facility. If the Lessor does not elect to make such funds available to Lessee within such thirty (30) day period, the Lease shall terminate with respect to the affected Facility on the thirtieth (30th) day following the last day of such thirty (30) day period. If this Master Lease is so terminated as to a such Facility (in which case Tenant shall surrender possession of the affected Facility and Tenant shall transfer to Landlord all of Tenant’s interest in the Facility, including, without limitation, Tenant’s interest in the licenses pursuant to this Section, (a) Lessee may purchase which the Facility at its Fair Market Value is then operated), as of the termination date Proceeds Date, the annual Minimum Rent (i.e., after and any 7.0% Upgrade Rent or 9.0% Improvements Rent applicable to the casualtyaffected Facility) within sixty (60) days due under this Lease during the remainder of the termination date (with delivery of documents consistent with the documents which would be delivered in connection the option set forth in Section 30.1) and (b) the annual Base Rent Term shall be reduced as of the termination date for such Facility by an amount equal to (i) the sum of (x) Casualty/Condemnation Reduction Amount and the purchase price paid by Lessee to Lessor for the Facility and (y) amount of Net Proceeds applied the Security Deposit will be reset at an amount equal to the indebtedness secured by the Facility Mortgage, multiplied by (ii) the Capitalization Rate (for example, if (i) the Lease is terminated pursuant to this Section as to a Facility, (ii) the Net Proceeds applied by the Facility Mortgagee equal Two Million Dollars ($2,000,000), and (iii) the purchase price paid to Lessor by Lessee equals One Hundred Thousand Dollars ($100,000), then three months of the annual Base Rent would be reduced by Two Hundred Fifteen Thousand Two Hundred Fifty Dollars (($2,000,000 + $100,000exclusive of the Avon Rent) x 10.25% = $215,250)after giving effect to the reduction.)

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything in this Lease herein to the contrary, if any Facility Mortgagee is entitled to any Net Proceeds Proceeds, or any portion thereof thereof, under the terms of any Facility Mortgage, the Net Proceeds shall be applied, held and/or disbursed in accordance with the terms of the Facility Mortgage. Lessor shall make commercially reasonable efforts to cause the Net Proceeds to be applied to the restoration of the Leased Property. If the Facility Mortgagee elects to apply the Net Proceeds insurance proceeds to the indebtedness secured by the Facility Mortgage and Mortgage, Lessee shall either (i) restore the Net Proceeds would Facility to substantially the same (or better) condition as existed immediately before the damage or destruction, or (ii) terminate this Lease as to such Leased Property upon Notice to Lessor, such termination to be effective as of the first day of the calendar month following the later of (a) the date Lessee learns of the action of the Facility Mortgagee or (b) fifteen (15) days after the date Lessor learns of the action of the Facility Mortgagee, unless within fifteen (15) days of the notice from the Facility Mortgagee the Lessor agrees to make available to Lessee for restoration to or repair of the Leased Property funds equal to the amount applied by the Facility Mortgagee. Unless the damage or destruction is such as to entitle Lessor or Lessee to otherwise be available pursuant terminate this Lease as to such Facility under this Article XIV for restoration of and Lessor or Lessee, as the affected case may be, shall fail to elect to terminate this Lease as to such Facility, in the time and in the manner provided, Lessor shall disburse such funds to Lessee may elect to (a) as provided in Section 14.7 of this Master Lease and Lessee shall restore the affected Facility Leased Property (as nearly as possible under the circumstances circumstances) to a complete architectural unit of the same general character and condition as that of the Facility Leased Property existing immediately prior to such damage or destruction or (b) if no Event of Default or Unmatured Event of Default has occurred and is continuing, terminate this Lease as to such Facility by delivery of written notice to Lessor within thirty (30) days of the date the Facility Mortgagee elects to apply the Net Proceeds to the indebtedness secured by the Facility Mortgagedestruction. In any such circumstance where Lessee elects to terminate the Lease as to the affected Facility pursuant to event this Section, Lessor may, at its option, within thirty (30) days of Lessee’s election to so terminate make available to Lessee pursuant to the same terms as set forth in this ARTICLE XIV funds equal to the lesser of (x) the amount of funds Lessor would be obligated to make available to Lessee for such restoration pursuant to this ARTICLE XIV if the Facility Mortgagee had not so applied such funds and (y) the amount of such funds so applied by the Facility Mortgagee. If Lessor does make such funds available to Lessee as provided for in this Section, the Lease shall not terminate with respect to the affected Facility. If the Lessor does not elect to make such funds available to Lessee within such thirty (30) day period, the Lease shall terminate with respect to the affected Facility on the thirtieth (30th) day following the last day of such thirty (30) day period. If this Master Lease is so terminated as to a such Facility (in which case Lessee shall surrender possession of the affected Facility and Lessee shall transfer to Lessor all of Lessee’s interest in the Facility, including, without limitation, Lessee’s interest in the licenses pursuant to this Section, (a) Lessee may purchase which the Facility at its Fair Market Value is then operated), as of the termination date (i.e.Proceeds Date, after the casualty) within sixty (60) days of the termination date (with delivery of documents consistent with the documents which would be delivered in connection the option set forth in Section 30.1) and (b) the annual Base Rent due under this Lease during the remainder of the Term shall be reduced as of the termination date for such Facility by an amount equal to (i) the sum product of (x) the purchase price paid by Lessee to Lessor for the Facility and (y) amount of Net Proceeds applied to the indebtedness secured by the Facility Mortgage, multiplied by (ii) the Capitalization Rate (for example, if (i) the Lease is terminated pursuant to this Section as to a Facility, (ii) the Net Proceeds applied by the Facility Mortgagee equal Two Million Dollars ($2,000,000), and (iii) the purchase price paid to Lessor by Lessee equals One Hundred Thousand Dollars ($100,000), then the annual Base Rent would be reduced by Two Hundred Fifteen Thousand Two Hundred Fifty Dollars (($2,000,000 + $100,000) x 10.25% = $215,250)in effect from time to time and the Casualty/Condemnation Reduction Percentage.)

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything in ---------------------------------------- this Lease to the contrary, if any Facility Mortgagee is entitled to any Net Proceeds or any portion thereof under the terms of any Facility Mortgage, the Net Proceeds shall be applied, held and/or disbursed in accordance with the terms of the Facility Mortgage. Lessor shall make commercially reasonable efforts to cause the Net Proceeds to be applied to the restoration of the Leased Property. If the Facility Mortgagee elects to apply the Net Proceeds to the indebtedness secured by the Facility Mortgage and the Net Proceeds would otherwise be available pursuant to this Article XIV for restoration of the affected Facility, Lessee may elect to (a) restore the affected Facility as nearly as possible under the circumstances to a complete architectural unit of the same general character and condition as that of the Facility existing immediately prior to such damage or destruction or (b) if no Event of Default or Unmatured Event of Default has occurred and is continuing, terminate this Lease as to such Facility by delivery of written notice to Lessor within thirty (30) days of the date the Facility Mortgagee elects to apply the Net Proceeds to the indebtedness secured by the Facility Mortgage. In any such circumstance where Lessee elects to terminate the Lease as to the affected Facility pursuant to this SectionSection 14.7, Lessor may, at its option, within thirty (30) days of Lessee’s 's election to so terminate make available to Lessee pursuant to the same terms as set forth in this ARTICLE Article XIV of this Lease funds equal to the lesser of (x) the amount of funds Lessor would be obligated to make available to Lessee for such restoration pursuant to Article XIV of this ARTICLE XIV Lease if the Facility Mortgagee had not so applied such funds and (y) the amount of such funds so applied by the Facility Mortgagee. If Lessor does make such funds available to Lessee as provided for in this Section, the Lease shall not terminate with respect to the affected Facility. If the Lessor does not elect to make such funds available to Lessee within such thirty (30) day period, the Lease shall terminate with respect to the affected Facility on the thirtieth (30th) day following the last day of such thirty (30) day period. If Lessor does make such funds available to Lessee as provided for in this Lease is so terminated as to a Facility pursuant to this SectionSection 14.7, (a) Lessee may purchase the Facility at its Fair Market Value as of the termination date (i.e., after the casualty) within sixty (60) days of the termination date (with delivery of documents consistent with the documents which would be delivered in connection the option set forth in Section 30.1) and (b) the annual Base Rent shall be reduced as of the termination date for such Facility by an amount equal to (i) the sum of (x) the purchase price paid by Lessee to Lessor for the Facility and (y) amount of Net Proceeds applied to the indebtedness secured by the Facility Mortgage, multiplied by (ii) the Capitalization Rate (for example, if (i) the Lease is terminated pursuant to this Section as to a Facility, (ii) the Net Proceeds applied by the Facility Mortgagee equal Two Million Dollars ($2,000,000), and (iii) the purchase price paid to Lessor by Lessee equals One Hundred Thousand Dollars ($100,000), then the annual Base Rent would be reduced by Two Hundred Fifteen Thousand Two Hundred Fifty Dollars (($2,000,000 + $100,000) x 10.25% = $215,250).)shall not terminate. ARTICLE XV 15.1