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

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything herein 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 insurance proceeds to the indebtedness secured by the Facility Mortgage, Lessee shall either (i) restore the 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 terminate this Lease as to such Facility under this Article XIV and Lessor or Lessee, 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, Lessor shall disburse such funds to Lessee as provided in Section 14.7 of this Master Lease and Lessee shall restore the Leased Property (as nearly as possible under the circumstances) to a complete architectural unit of the same general character and condition as the Leased Property existing immediately prior to such damage or destruction. In the event this Master Lease is so terminated as to 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 which the Facility is then operated), as of the Proceeds Date, the annual Base Rent due under this Lease during the remainder of the Term shall be reduced by an amount equal to the product of the annual Base Rent in effect from time to time and the Casualty/Condemnation Reduction Percentage.

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything herein in this Lease 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 insurance proceeds Net Proceeds to the indebtedness secured by the Facility MortgageMortgage and the Net Proceeds would otherwise be available pursuant to this Article XIV for restoration of the affected Facility, Lessee shall either may elect to (ia) restore the affected 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 terminate this Lease as to such Facility under this Article XIV and Lessor or Lessee, 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, Lessor shall disburse such funds to Lessee as provided in Section 14.7 of this Master Lease and Lessee shall restore the 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 Leased Property Facility existing immediately prior to such damage or destructiondestruction 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 event Lease as to the affected Facility pursuant to this Master 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 such a 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 which this Section, (a) Lessee may purchase the Facility is then operated), at its Fair Market Value as of the Proceeds Datetermination 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 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 product 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 in effect from time to time and the Casualty/Condemnation Reduction Percentagewould 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 herein 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 insurance proceeds to the indebtedness secured by the Facility Mortgage, Lessee shall either (i) restore the 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 terminate this Lease as to such Facility under this Article XIV and Lessor or Lessee, 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, Lessor shall disburse such funds to Lessee as provided in Section 14.7 of this Master Lease and Lessee shall restore the Leased Property (as nearly as possible under the circumstances) to a complete architectural unit of the same general character and condition as the Leased Property existing immediately prior to such damage or destruction. In the event this Master Lease is so terminated as to such Facility (in which case Lessee shall surrender possession of the affected Facility and Lessee shall transfer to Lessor all of Lessee's ’s interest in the Facility, including, without limitation, Lessee's ’s interest in the licenses pursuant to which the Facility is then operated), as of the Proceeds Date, the annual Base Rent due under this Lease during the remainder of the Term shall be reduced by an amount equal to the product of the annual Base Rent in effect from time to time and the Casualty/Condemnation Reduction Percentage.

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything herein 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 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 insurance proceeds to the indebtedness secured by the Facility Mortgage, Lessee Tenant shall either (i) restore the 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 LessorLandlord, such termination to be effective as of the first day of the calendar month following the later of (a) the date Lessee Tenant learns of the action of the Facility Mortgagee or (b) fifteen (15) days after the date Lessor Landlord learns of the action of the Facility Mortgagee, unless within fifteen (15) days of the notice from the Facility Mortgagee the Lessor Landlord agrees to make available to Lessee 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 Lessor Landlord or Lessee Tenant to otherwise terminate this Lease as to such Facility under this Article ARTICLE XIV and Lessor Landlord or LesseeTenant, 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, Lessor Landlord shall disburse such funds to Lessee Tenant as provided in Section 14.7 of this Master Lease and Lessee Tenant shall restore the Leased Property (as nearly as possible under the circumstances) to a complete architectural unit of the same general character and condition as the Leased Property existing immediately prior to such damage or destruction. In the event this Master Lease is so terminated as to such Facility (in which case Lessee Tenant shall surrender possession of the affected Facility and Lessee Tenant shall transfer to Lessor Landlord all of Lessee's Tenant’s interest in the Facility, including, without limitation, Lessee's Tenant’s interest in the licenses pursuant to which the Facility is then operated), as of the Proceeds Date, the annual Base Minimum Rent (and any 7.0% Upgrade Rent or 9.0% Improvements Rent applicable to the affected Facility) due under this Lease during the remainder of the Term shall be reduced by an amount equal to the product Casualty/Condemnation Reduction Amount and the amount of the Security Deposit will be reset at an amount equal to three months of the annual Base Rent in (exclusive of the Avon Rent) after giving effect from time to time and the Casualty/Condemnation Reduction Percentagereduction.

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything herein in ---------------------------------------- this Lease 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 insurance proceeds Net Proceeds to the indebtedness secured by the Facility MortgageMortgage and the Net Proceeds would otherwise be available pursuant to this Article XIV for restoration of the Facility, Lessee shall either may elect to (ia) restore the 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 terminate this Lease as to such Facility under this Article XIV and Lessor or Lessee, 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, Lessor shall disburse such funds to Lessee as provided in Section 14.7 of this Master Lease and Lessee shall restore the 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 Leased Property Facility existing immediately prior to such damage or destruction. In the event destruction or (b) terminate this Master Lease is so terminated as to such Facility by delivery of written notice to Lessor within thirty (in which case 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 shall surrender possession of elects to terminate the Lease as to the affected Facility and Lessee shall transfer pursuant to this Section 14.7, Lessor all may, at its option, within thirty (30) days of Lessee's interest in the Facility, including, without limitation, Lessee's interest in the licenses election to so terminate make available to Lessee pursuant to which the Facility is then operated), same terms as set forth in this Article XIV of the Proceeds Date, the annual Base Rent due under this Lease during the remainder of the Term shall be reduced by an amount funds equal to the product lesser of (x) the annual Base Rent amount of funds Lessor would be obligated to make available to Lessee for such restoration pursuant to Article XIV of this 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 the Lessor does not elect to make such funds available to Lessee within such thirty (30) day period, the Lease shall terminate 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 effect from time to time and this Section 14.7, the Casualty/Condemnation Reduction PercentageLease shall not terminate.

Net Proceeds Paid to Facility Mortgagee. Notwithstanding anything herein 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 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 insurance proceeds to the indebtedness secured by the Facility Mortgage, Lessee Tenant shall either (i) restore the 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 LessorLandlord, such termination to be effective as of the first day of the calendar month following the later of (a) the date Lessee Tenant learns of the action of the Facility Mortgagee or (b) fifteen (15) days after the date Lessor Landlord learns of the action of the Facility Mortgagee, unless within fifteen (15) days of the notice from the Facility Mortgagee the Lessor Landlord agrees to make available to Lessee 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 Lessor Landlord or Lessee Tenant to otherwise terminate this Lease as to such Facility under this Article ARTICLE XIV and Lessor Landlord or LesseeTenant, 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, Lessor Landlord shall disburse such funds to Lessee Tenant as provided in Section 14.7 of this Master Lease and Lessee Tenant shall restore the Leased Property (as nearly as possible under the circumstances) to a complete architectural unit of the same general character and condition as the Leased Property existing immediately prior to such damage or destruction. In the event this Master Lease is so terminated as to such Facility (in which case Lessee Tenant shall surrender possession of the affected Facility and Lessee Tenant shall transfer to Lessor Landlord all of Lessee's Tenant’s interest in the Facility, including, without limitation, Lessee's Tenant’s interest in the licenses pursuant to which the Facility is then operated), as of the Proceeds Date, the annual Base Minimum Rent (and any 7.0% Upgrade Rent or 9.0% Improvements Rent applicable to the affected Facility) due under this Lease during the remainder of the Term shall be reduced by an amount equal to the product Casualty/Condemnation Reduction Amount and the amount of the Security Deposit will be reset at an amount equal to three months of the annual Base Rent in (exclusive of the Avon Rent) after giving effect from time to time and the Casualty/Condemnation Reduction Percentagereduction.