Common use of Other Leases Clause in Contracts

Other Leases. Certain Affiliates of HCP have entered into the following leases (each, an “Other Lease”, and each facility that is subject to any Other Lease, an “Other Lease Facility”) with Emeritus Corporation: (i) that certain Lease and Security Agreement dated March 26, 2013, between HCP SH River Road, LLC and Emeritus Corporation, (ii) that certain Lease and Security Agreement dated March 26, 2013, between HCP SX Xxxxxxxxx Village, LLC and Emeritus Corporation, (iii) that certain Lease and Security Agreement dated March 26, 2013, between HCP SH Hermiston Terrace, LLC and Emeritus Corporation, and (iv) that certain Master Lease and Security Agreement dated October 31, 2012, between HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC and HCP SH ELP3 Properties, LLC, as lessors, and Emeritus Corporation, as lessee, in each case as the same may have been amended, supplemented or otherwise modified. At Closing, Brookdale will guarantee the obligations of Emeritus Corporation under the Other Leases pursuant to the terms of a guaranty in favor of such Affiliates in substantially the form of the Brookdale NNN Lease Guaranty, provided that the recitals thereof will be revised as appropriate to reflect the Other Leases. The Parties desire that, upon a request by Brookdale, the Parties will cooperate reasonably and in good faith, at Brookdale’s expense, (a) to obtain the lender and regulatory consents required to amend, and to amend, the Other Leases consistent with the terms of the NNN Lease, mutatis mutandis, or (b) otherwise to permit the lessee(s) under the Other Leases to have and enjoy the benefits of the provisions of the NNN Lease in conformity with the benefits available to the lessees under the NNN Lease as of the Closing Date, in each case in accordance with the terms of Section 4.3(f) hereof provided (in each case) that neither HCP nor any of its Affiliates will be obligated to take any action in respect of the Other Leases that would require the prior consent of any third party lender or any Required Governmental Approval without first obtaining such consent or approval.

Other Leases. Certain Affiliates of HCP have entered into the following leases (each, an “Other Lease”, and each facility that is subject to any Other Lease, an “Other Lease Facility”) with Emeritus Corporation: (i) that certain Lease and Security Agreement dated March 26, 2013, between HCP SH River Road, LLC and Emeritus Corporation, (ii) that certain Lease and Security Agreement dated March 26, 2013, between HCP SX XX Xxxxxxxxx Village, LLC and Emeritus Corporation, (iii) that certain Lease and Security Agreement dated March 26, 2013, between HCP SH Hermiston Terrace, LLC and Emeritus Corporation, and (iv) that certain Master Lease and Security Agreement dated October 31, 2012, between HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC and HCP SH ELP3 Properties, LLC, as lessors, and Emeritus Corporation, as lessee, in each case as the same may have been amended, supplemented or otherwise modified. At Closing, Brookdale will guarantee the obligations of Emeritus Corporation under the Other Leases pursuant to the terms of a guaranty in favor of such Affiliates in substantially the form of the Brookdale NNN Lease Guaranty, provided that the recitals thereof will be revised as appropriate to reflect the Other Leases. The Parties desire that, upon a request by Brookdale, the Parties will cooperate reasonably and in good faith, at Brookdale’s expense, (a) to obtain the lender and regulatory consents required to amend, and to amend, the Other Leases consistent with the terms of the NNN Lease, mutatis mutandis, or (b) otherwise to permit the lessee(s) under the Other Leases to have and enjoy the benefits of the provisions of the NNN Lease in conformity with the benefits available to the lessees under the NNN Lease as of the Closing Date, in each case in accordance with the terms of Section 4.3(f) hereof provided (in each case) that neither HCP nor any of its Affiliates will be obligated to take any action in respect of the Other Leases that would require the prior consent of any third party lender or any Required Governmental Approval without first obtaining such consent or approval.

Other Leases. Certain Affiliates For purposes of HCP have entered into the following leases (eachthis Agreement, an “Other Lease”” refers to any of the following- described leases which applies to the Property: (a) if the Purchased Tract(s) include or consist of Tract 86 (in Xxxxxxxxxx County), the Property is subject to a residential lease with a term expiring on December 31, 2018 and each facility that a grain bin lease with a term expiring on March 31, 2019; (b) if the Purchased Tract(s) include or consist of Tract 57 (in Xxxxxxxxxx County), the Property is subject to a residential lease with a term expiring on December 31, 2018; and (c) if the Property includes the real estate identified in the marketing materials and in the attached Exhibit A as Tract 84 (in Saline County), the Property is subject to a grain bin lease with a term expiring on March 31, 2019. If the Property is subject to any Other Lease, an “Other Lease Facility”) with Emeritus Corporation: (i) that certain Lease possession thereof shall be delivered to Buyer subject to the rights of the current tenant to retain possession of and Security Agreement dated March 26, 2013, between HCP SH River Road, LLC and Emeritus Corporation, to have access to the Property pursuant to the existing Other Lease; (ii) that certain the obligations of Seller under said Other Lease and Security Agreement dated March 26, 2013, between HCP SX Xxxxxxxxx Village, LLC and Emeritus Corporation, shall be assumed by Buyer in accordance with the provisions of Section 17 above; (iii) that certain the rights of Seller under said Other Lease and Security Agreement dated March 26, 2013, between HCP SH Hermiston Terrace, LLC and Emeritus Corporation, and (including without limitation the right of possession upon expiration of said lease) shall be assigned to Buyer in accordance with the provisions of Section 17 above; (iv) that certain Master Lease and Security Agreement dated October 31, 2012, between HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC and HCP SH ELP3 Properties, LLC, as lessors, and Emeritus Corporation, as lessee, in each case as the same may have been amended, supplemented or otherwise modified. At Closing, Brookdale will guarantee the obligations of Emeritus Corporation rents paid by tenant under the Other Leases pursuant Lease shall be prorated between Buyer and Seller with rentals applicable to the terms of a guaranty in favor of such Affiliates in substantially period from and after the form of Closing allocated to Buyer and for the Brookdale NNN Lease Guaranty, provided that the recitals thereof will be revised as appropriate to reflect the Other Leases. The Parties desire that, upon a request by Brookdale, the Parties will cooperate reasonably and in good faith, at Brookdale’s expense, (a) to obtain the lender and regulatory consents required to amend, and to amend, the Other Leases consistent with the terms of the NNN Lease, mutatis mutandis, or (b) otherwise to permit the lessee(s) under the Other Leases to have and enjoy the benefits of the provisions of the NNN Lease in conformity with the benefits available period prior to the lessees under Closing allocated to Seller; (v) at the NNN Lease Closing, any rental or other payments allocated to Seller hereunder which are unpaid as of the Closing Dateshall be credited and paid from Buyer to Seller; (vi) at the Closing, in each case in accordance with the terms of Section 4.3(f) hereof provided (in each case) that neither HCP nor any of its Affiliates will be obligated rental or other payments allocated to take any action in respect Buyer hereunder which have been prepaid as of the Other Leases that would require Closing shall be credited from Seller to Buyer; and (vii) having given and/or received any such credits, as may be applicable, Buyer shall then have the prior consent of right to collect and receive all rental or other payments from any third party lender or any Required Governmental Approval without first obtaining such consent or approvaltenant after Closing.

Other Leases. Certain Affiliates Except as expressly provided herein, Seller shall, and shall cause each Subsidiary to, refrain from amending any existing Lease without Purchaser's written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller or a Subsidiary of HCP have entered any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any Subsidiary shall enter into any new leases (other than Qualified Leases as provided in SUBSECTION (C) above) with respect to the following leases Real Property (each, an “Other a "Proposed New Lease”"), without Purchaser's written approval, as provided below in this Section 5(d). Seller shall furnish Purchaser with a true and each facility complete copy of any Proposed New Lease into which Seller or a Subsidiary desires to enter and such financial information with respect to the proposed tenant as Seller or such Subsidiary may have in its possession. Purchaser shall have three (3) business days from receipt of such Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld. In the event that is subject Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid three (3) business day period, stating in such written notification under what conditions, if any, Purchaser's approval would be forthcoming and Purchaser's agreement to approve such Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions payable after Closing with respect to any Other Lease, an “Other Lease Facility”) lease with Emeritus Corporation: (i) that certain Lease and Security Agreement dated March 26, 2013, between HCP SH River Road, LLC and Emeritus Corporation, (ii) that certain Lease and Security Agreement dated March 26, 2013, between HCP SX Xxxxxxxxx Village, LLC and Emeritus Corporation, (iii) that certain Lease and Security Agreement dated March 26, 2013, between HCP SH Hermiston Terrace, LLC and Emeritus Corporation, and (iv) that certain Master Lease and Security Agreement dated October 31, 2012, between HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC and HCP SH ELP3 Properties, LLC, as lessors, and Emeritus Corporation, as lessee, in each case as the same may have been amended, supplemented or otherwise modified. At Closing, Brookdale will guarantee the obligations of Emeritus Corporation under the Other Leases pursuant respect to the terms Real Property executed between the date of a guaranty this Agreement and the Closing Date shall be paid by Purchaser. Notwithstanding anything to the contrary in favor of such Affiliates in substantially this SECTION 5(D), Purchaser shall have no right to approve any Proposed New Lease until after the form Contingency Date and the deposit with Escrow Agent of the Brookdale NNN Lease Guaranty, Additional Deposit; provided that the recitals thereof will be revised as appropriate to reflect the Other Leases. The Parties desire that, upon a request by Brookdale, the Parties will cooperate reasonably Seller shall keep Purchaser informed of all negotiations with Tenants and in good faith, at Brookdale’s expense, (a) to obtain the lender and regulatory consents required to amend, and to amend, the Other Leases consistent with the terms of the NNN Lease, mutatis mutandis, or (b) otherwise to permit the lessee(s) under the Other Leases to have and enjoy the benefits of the provisions of the NNN Lease in conformity with the benefits available prospective tenants occurring prior to the lessees under the NNN Lease as of the Closing Date, in each case in accordance with the terms of Section 4.3(f) hereof provided (in each case) that neither HCP nor any of its Affiliates will be obligated to take any action in respect of the Other Leases that would require the prior consent Contingency Date and provide copies of any third party lender letters of intent, offers to lease or any Required Governmental Approval without first obtaining such consent or approvalproposed leases to Purchaser within two (2) business days after receipt thereof.