Common use of Seniors Housing Facility Lease Clause in Contracts

Seniors Housing Facility Lease. The Seniors Housing Facility Lease is in full force and effect and there is neither a default thereunder nor any condition that, with the passage of time or the giving of notice, or both, would constitute a default thereunder. No right or claim of rescission, offset, abatement, diminution, defense, or counterclaim has been asserted with respect to the Seniors Housing Facility Lease, and there is no existing condition that, with the passage of time or giving of notice, or both, would result in a right or claim of rescission, offset, abatement, diminution, defense, or counterclaim under the terms and provisions of the Seniors Housing Facility Lease. Borrower has performed and discharged all of the obligations on the part of Borrower to be performed and discharged pursuant to the terms set forth in the Seniors Housing Facility Lease. The Seniors Housing Facility Lease has not been modified, amended or supplemented by either party thereto. The Master Lessee has not been released, in whole or in part, from any of its obligations under the Seniors Housing Facility Lease. There has been no prior sale, transfer, assignment, hypothecation, or pledge of the Seniors Housing Facility Lease (other than in connection with the Loan Documents) that is outstanding. The Seniors Housing Facility Lease has an original term ending on or after the date ninety (90) days after the Maturity Date. Absent Lender’s direction, the Master Lessee cannot terminate the Seniors Housing Facility Lease for any reason prior to the payment in full of the Indebtedness. There is no free rent, partial rent or rebate of rent required to be given by Borrower to Master Lessee under the Seniors Housing Facility Lease. The Seniors Housing Facility Lease does not permit Master Lessee to accept, and Master Lessee has not accepted, prepayment of Rents more than two (2) months in advance (and Borrower has not accepted prepayment of Rents more than one (1) month in advance with respect to the Seniors Housing Facility Lease). Each payment due under the Seniors Housing Facility Lease is sufficient to pay the Debt Service Amounts (including Monthly Debt Service Payments, Taxes, Impositions, and any Replacement Reserve Deposits) in full on or prior to the due date thereof (without giving effect to any applicable grace periods) currently and throughout the term of the Mortgage Loan. Payments due under the Seniors Housing Facility Lease are payable without notice or demand, and without setoff, recoupment, abatement, or reduction. Master Lessee has no right or option pursuant to the Seniors Housing Facility Lease or otherwise to purchase all or any part of the Mortgaged Property, the leased premises or the building of which the leased premises are a part. The Seniors Housing Facility Lease contains customary and enforceable provisions that render the rights and remedies of Borrower adequate for the enforcement and satisfaction of the Borrower’s rights thereunder. Borrower represents and warrants that it is the express intent of Borrower and Master Lessee that the Seniors Housing Facility Lease constitute a lease under applicable real property laws and laws governing bankruptcy, insolvency, and creditors’ rights generally, and that the sole interest of Master Lessee in the Mortgaged Property is as a tenant under the Seniors Housing Facility Lease. The Seniors Housing Facility Lease is not intended to be deemed a guaranty. Covenants.

Seniors Housing Facility Lease. (1) The Seniors Housing Facility Lease is in full force and effect and there is neither a default thereunder nor any condition that, with the passage of time or the giving of notice, or both, would constitute a default thereunder. No right or claim of rescission, offset, abatement, diminution, defense, or counterclaim has been asserted with respect to the Seniors Housing Facility Lease, and there is no existing condition that, with the passage of time or giving of notice, or both, would result in a right or claim of rescission, offset, abatement, diminution, defense, or counterclaim under the terms and provisions of the Seniors Housing Facility Lease. Borrower has performed and discharged all of the obligations on the part of Borrower to be performed and discharged pursuant to the terms set forth in the Seniors Housing Facility Lease. . (2) The Seniors Housing Facility Lease has not been modified, amended or supplemented by either party thereto. The Master Lessee Property Operator has not been released, in whole or in part, from any of its obligations under the Seniors Housing Facility Lease. There has been no prior sale, transfer, assignment, hypothecation, or pledge of the Seniors Housing Facility Lease (other than in connection with the Loan Documents) that is outstanding. . (3) The Seniors Housing Facility Lease has an original term ending on or after the date ninety (90) days after the Maturity Date. Absent Lender’s direction, the Master Lessee Property Operator cannot terminate the Seniors Housing Facility Lease for any reason prior to the payment in full of the Indebtedness. . (4) There is no free rent, partial rent or rebate of rent required to be given by Borrower to Master Lessee Property Operator under the Seniors Housing Facility Lease. The Seniors Housing Facility Lease does not permit Master Lessee Property Operator to accept, and Master Lessee Property Operator has not accepted, prepayment of Rents more than two (2) months in advance (and Borrower has not accepted prepayment of Rents more than one (1) month in advance with respect to the Seniors Housing Facility Lease). Each payment due under the Seniors Housing Facility Lease is sufficient to pay the Debt Service Amounts (including Monthly Debt Service Payments, Taxes, Impositions, and any Replacement Reserve Deposits) in full on or prior to the due date thereof (without giving effect to any applicable grace periods) currently and throughout the term of the Mortgage Loanthis Master Agreement. Payments due under the Seniors Housing Facility Lease are payable without notice or demand, and without setoff, recoupment, abatement, or reduction. Master Lessee . (5) Property Operator has no right or option pursuant to the Seniors Housing Facility Lease or otherwise to purchase all or any part of the Mortgaged Property, the leased premises or the building of which the leased premises are a part. . (6) The Seniors Housing Facility Lease contains customary and enforceable provisions that render the rights and remedies of Borrower adequate for the enforcement and satisfaction of the Borrower’s rights thereunder. . (7) Borrower represents and warrants that it is the express intent of Borrower and Master Lessee Property Operator that the Seniors Housing Facility Lease constitute a lease under applicable real property laws and laws governing bankruptcy, insolvency, and creditors’ rights generally, and that the sole interest of Master Lessee Property Operator in the Mortgaged Property is as a tenant under the Seniors Housing Facility Lease. The Seniors Housing Facility Lease is not intended to be deemed a guaranty. Covenants.

Seniors Housing Facility Lease. The Borrower shall: at all times fully perform, observe, and comply with all terms, covenants, and conditions of the Seniors Housing Facility Lease is to be performed, observed, or complied with by Borrower as lessor under the Seniors Housing Facility Lease and do all things necessary to preserve and to keep unimpaired its rights thereunder; deliver to Lender, within five (5) days after Borrower’s receipt, a true and correct copy of each written notice, demand, complaint, or request from Master Lessee under, or with respect to, the Seniors Housing Facility Lease; simultaneously deliver to Lender a true and correct copy of each written notice, demand, complaint, or request that Borrower sends to Master Lessee under, or with respect to, the Seniors Housing Facility Lease; to the extent not otherwise covered in full force Article 8 of this Loan Agreement, upon written request from Lender, deliver to Lender a copy of all business plans received by Borrower and effect any other information reasonably requested by Lender; enforce the terms, covenants and there is neither conditions contained in the Seniors Housing Facility Lease; and provide Master Lessee with written notice of any changes to Monthly Debt Service Payments, Imposition Deposits, Monthly Replacement Reserve Deposits, or any other amounts due under the Loan Documents. Borrower shall not: modify, amend, supplement, or restate the Seniors Housing Facility Lease either orally or in writing; waive a default thereunder nor under the Seniors Housing Facility Lease; waive any condition thatof Borrower’s rights or fail to diligently pursue Borrower’s remedies under the Seniors Housing Facility Lease; add or release a property to or from any Seniors Housing Facility Lease; or violate the provisions of Section 11.2(ooooo)(13). If, with the passage of time or the giving of notice, or both, would constitute a default thereunder. No right or claim of rescission, offset, abatement, diminution, defense, or counterclaim has been asserted with respect pursuant to the Seniors Housing Facility Lease, and there is no existing condition that, with Master Lessee requests  the passage of time or giving of notice, or both, would result in a right or claim of rescission, offset, abatement, diminution, defense, or counterclaim under the terms and provisions of the Seniors Housing Facility Lease. Borrower has performed and discharged all of the obligations on the part consent of Borrower to be performed and discharged pursuant to the terms set forth (in the Seniors Housing Facility Lease. The Seniors Housing Facility Lease has not been modified, amended or supplemented by either party thereto. The Master Lessee has not been released, in whole or in part, from any of its obligations capacity as lessor under the Seniors Housing Facility Lease. There has been no prior sale) or Borrower’s designee to any matter as to which, transfer, assignment, hypothecation, or pledge of pursuant to the Seniors Housing Facility Lease (other than in connection with the Loan Documents) that is outstanding. The Seniors Housing Facility Lease Lease, Borrower has an original term ending on discretion as to whether or after the date ninety (90) days after the Maturity Date. Absent Lender’s directionnot to grant its consent, the Master Lessee cannot terminate the Seniors Housing Facility Lease for  a waiver of any reason prior to the payment in full covenant or obligation of the Indebtedness. There is no free rent, partial rent or rebate of rent required to be given by Borrower to Master Lessee under the Seniors Housing Facility Lease, or  a modification of the terms of the Seniors Housing Facility Lease (any of the foregoing, a “Seniors Housing Facility Lease Request”), Borrower shall give Lender prompt written notice of such Seniors Housing Facility Lease Request (together with such supporting information as may reasonably be required to consider such Seniors Housing Facility Lease Request, and such other information as Lender may reasonably request). Borrower shall not approve or consent to any Seniors Housing Facility Lease Request unless Lender has approved and consented in writing to such Seniors Housing Facility Lease Request. The Seniors Housing Facility Lease does not permit Master Lessee shall: pursuant to acceptthe Security Instrument and any Operating Lease SNDA, be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Security Instrument and the other Loan Documents, and Master Lessee has not acceptedto all renewals, prepayment of Rents more than two (2) months in advance (modifications, consolidations, replacements and Borrower has not accepted prepayment of Rents more than one (1) month in advance with respect extensions thereof, and to all advances which may hereafter be made pursuant to the Seniors Housing Facility LeaseNote, this Loan Agreement, the Security Instrument and the other Loan Documents (including all sums advanced for the purposes of  protecting or further securing the lien of the Security Instrument, curing defaults by Borrower under the Loan Documents, or for any other purposes expressly permitted by this Loan Agreement, the Security Instrument or the other Loan Documents, or  constructing, renovating, repairing, furnishing, fixturing, or equipping the Mortgaged Property). Each payment due under ; and provide that, in the event it shall be determined that the Seniors Housing Facility Lease is sufficient to pay the Debt Service Amounts (including Monthly Debt Service Payments, Taxes, Impositions, and any Replacement Reserve Deposits) in full on or prior to the due date thereof (without giving effect to any applicable grace periods) currently and throughout the term of the Mortgage Loan. Payments due under the Seniors Housing Facility Lease are payable without notice or demand, and without setoff, recoupment, abatement, or reduction. Master Lessee has no right or option pursuant to the Seniors Housing Facility Lease or otherwise to purchase all or any part of the Mortgaged Property, the leased premises or the building of which the leased premises are a part. The Seniors Housing Facility Lease contains customary and enforceable provisions that render the rights and remedies of Borrower adequate for the enforcement and satisfaction of the Borrower’s rights thereunder. Borrower represents and warrants that it is the express intent of Borrower and Master Lessee that the Seniors Housing Facility Lease constitute not a lease under applicable real property laws and or under laws governing bankruptcy, insolvency, and creditors’ rights generally, and that the sole interest of Master Lessee in the Mortgaged Property is as a other than that of tenant under the Seniors Housing Facility Lease. The , then Master Lessee’s interest in the Mortgaged Property, however characterized, shall continue to be subject and subordinate to the lien, terms, and conditions of the Security Instrument, and Borrower’s fee interest in the Mortgaged Property, on all the same terms and conditions as contained in the Seniors Housing Facility Lease is not intended as of the Effective Date. Borrower shall continue to have complete access throughout the Loan Term to the organizational, financial, and operational information and documentation of Master Lessee in every respect as it relates to the Mortgage Loan, the Mortgaged Property, and the Seniors Housing Facility Lease (collectively, the “Master Lessee Business Information”). Borrower shall continue to be deemed fully informed regarding the Master Lessee Business Information and shall have complete access to the Master Lessee Business Information as if Borrower were the day-to-day operator of the Mortgaged Property and the business activities thereon. Seniors Housing Facility Lease Estoppel. With respect to any Seniors Housing Facility Lease, Borrower shall cause Master Lessee to provide as of the Effective Date (and, after the Effective Date, within ten (10) days after a guarantyrequest by Borrower), a Master Lessee Estoppel Certificate, or if not provided by Master Lessee within such ten (10) day period, Borrower shall provide a certificate of estoppel (and the Seniors Housing Facility Lease shall so empower Borrower as Master Lessee’s attorney-in-fact) substantially in the form of the Master Lessee Estoppel Certificate. CovenantsChange in Master Lessee. Each Master Lessee and each Seniors Housing Facility Lease must be approved in writing in advance by Lender. Borrower shall not remove or permit or suffer the removal of any Master Lessee without the prior written consent of Lender and unless and until Lender has approved in writing a replacement Master Lessee. Each Seniors Housing Facility Lease or other similar agreement between Borrower and a new Master Lessee must be approved in writing in advance by Lender, and Borrower and the new Master Lessee must execute and deliver to Lender  for any Affiliated Master Lessee, a joinder to this Loan Agreement and the Affiliated Property Operator Documents, and  for any Unaffiliated Master Lessee, an Operating Lease SNDA and any applicable Collateral Assignments in form required by Lender, subject to the provisions of Section 7.2(iiii)(10). Borrower shall notify Lender in writing of any name change of an Affiliated Master Lessee or any change in an Affiliated Master Lessee’s place of incorporation or organization. Borrower agrees that Lender shall have the right to remove any Master Lessee at any time if an Event of Default has occurred and is continuing, subject to the provisions of  for any Affiliated Master Lessee, the Affiliated Property Operator Documents, and  for any Unaffiliated Master Lessee, the Operating Lease SNDA. Mortgage Loan Administration Regarding Leases and Rents.

Seniors Housing Facility Lease. The (A) Borrower shall: (i) at all times fully perform, observe, and comply with all terms, covenants, and conditions of the Seniors Housing Facility Lease is in full force to be performed, observed, or complied with by Borrower as lessor under the Seniors Housing Facility Lease and effect do all things necessary to preserve and there is neither to keep unimpaired its rights thereunder; (ii) deliver to Lender, within five (5) days after Borrower’s receipt, a default thereunder nor any condition that, with the passage true and correct copy of time or the giving of each written notice, or bothdemand, would constitute a default thereunder. No right or claim of rescission, offset, abatement, diminution, defensecomplaint, or counterclaim has been asserted request from Property Operator under, or with respect to to, the Seniors Housing Facility Lease, ; (iii) simultaneously deliver to Lender a true and there is no existing condition that, with the passage correct copy of time or giving of each written notice, or bothdemand, would result in a right or claim of rescission, offset, abatement, diminution, defensecomplaint, or counterclaim under the terms and provisions of request that Borrower sends to Property Operator under, or with respect to, the Seniors Housing Facility Lease. Borrower has performed and discharged all of the obligations on the part of Borrower to be performed and discharged pursuant ; (iv) to the terms set forth extent not otherwise covered in Article 8 (Books and Records, Financial Reporting) of this Master Agreement, upon written request from Lender, deliver to Lender a copy of all business plans, if any, received by Borrower and any other information reasonably requested by Lender; (v) enforce the terms, covenants and conditions contained in the Seniors Housing Facility Lease. The ; and (vi) provide Property Operator with written notice of any changes to Monthly Debt Service Payments, Imposition Deposits, Monthly Replacement Reserve Deposits, or any other amounts due under the Loan Documents. (B) Borrower shall not: (i) modify, amend, supplement, or restate the Seniors Housing Facility Lease has not been modified, amended or supplemented by either party thereto. The Master Lessee has not been released, in whole orally or in part, from any of its obligations writing; (ii) waive a default under the Seniors Housing Facility Lease. There has been no prior sale, transfer, assignment, hypothecation, ; (iii) waive any of Borrower’s rights or pledge of fail to diligently pursue Borrower’s remedies under the Seniors Housing Facility Lease; (iv) add or release a property to or from any Seniors Housing Facility Lease (other than in connection with a Release or Addition of a Mortgaged Property to the Loan DocumentsCollateral Pool which shall be governed by this Master Agreement); or (v) that is outstandingviolate the provisions of Section 11.02(b)(3) (Name Change or Entity Conversion). The Seniors Housing Facility Lease has an original term ending on or after the date ninety (90) days after the Maturity Date. Absent Lender’s directionIf, the Master Lessee cannot terminate pursuant to the Seniors Housing Facility Lease for any reason prior to Lease, Property Operator requests (1) the payment consent of Borrower (in full of the Indebtedness. There is no free rent, partial rent or rebate of rent required to be given by Borrower to Master Lessee its capacity as lessor under the Seniors Housing Facility Lease. The Seniors Housing Facility Lease does not permit Master Lessee ) or Borrower’s designee to acceptany matter as to which, and Master Lessee has not accepted, prepayment of Rents more than two (2) months in advance (and Borrower has not accepted prepayment of Rents more than one (1) month in advance with respect pursuant to the Seniors Housing Facility Lease). Each payment due under the Seniors Housing Facility Lease is sufficient , Borrower has discretion as to pay the Debt Service Amounts whether or not to grant its consent, (including Monthly Debt Service Payments, Taxes, Impositions, and 2) a waiver of any Replacement Reserve Deposits) in full on covenant or prior to the due date thereof (without giving effect to any applicable grace periods) currently and throughout the term obligation of the Mortgage Loan. Payments due under the Seniors Housing Facility Lease are payable without notice or demand, and without setoff, recoupment, abatement, or reduction. Master Lessee has no right or option pursuant to the Seniors Housing Facility Lease or otherwise to purchase all or any part of the Mortgaged Property, the leased premises or the building of which the leased premises are a part. The Seniors Housing Facility Lease contains customary and enforceable provisions that render the rights and remedies of Borrower adequate for the enforcement and satisfaction of the Borrower’s rights thereunder. Borrower represents and warrants that it is the express intent of Borrower and Master Lessee that the Seniors Housing Facility Lease constitute a lease under applicable real property laws and laws governing bankruptcy, insolvency, and creditors’ rights generally, and that the sole interest of Master Lessee in the Mortgaged Property is as a tenant Operator under the Seniors Housing Facility Lease, or (3) a modification of the terms of the Seniors Housing Facility Lease (any of the foregoing, a “Seniors Housing Facility Lease Request”), Borrower shall give Lender prompt written notice of such Seniors Housing Facility Lease Request (together with such supporting information as may reasonably be required to consider such Seniors Housing Facility Lease Request, and such other information as Lender may reasonably request). Borrower shall not approve or consent to any Seniors Housing Facility Lease Request unless Lender has approved and consented in writing to such Seniors Housing Facility Lease Request. (C) The Seniors Housing Facility Lease is not intended shall: (i) pursuant to the SASA, be deemed a guaranty. Covenants.subject and subordinate in all respects to the liens, terms, covenants and conditions of the Security Instrument and the other Loan Documents, and to all renewals, modifications, consolidations, replacements and extensions thereof, and to all advances which may hereafter be made pursuant to the Note, this Master Agreement, the Security Instrument and the other Loan Documents (including all sums advanced for the purposes of (1) protecting or further securing the lien of the Security Instrument, curing defaults by Borrower under the Loan Documents, or for any other purposes expressly permitted by this Master Agreement, the Security Instrument or the other Loan Documents, or (2) constructing, renovating, repairing, furnishing, fixturing, or equipping the Mortgaged Property); and