Common use of Agreement Limitations Clause in Contracts

Agreement Limitations. In addition to the limitations as set forth in subsection (a) above, all leases and subleases contemplated by this Section shall comply with the applicable provisions of the Healthcare Fraud Laws. The Borrower Parties agree that all Tenant Leases entered into after the date hereof (“New Tenant Leases”) and submitted for approval of MPT as provided herein must include provisions to the effect that (i) such New Tenant Lease is subject and subordinate to all of the terms and provisions of the Security Documents and the other Loan Documents and to any applicable financing documents of any Facility Lender; (ii) from and after a Major Event of Default, Tenant will, at MPT’s option, exerciseable at any time, attorn to MPT and recognize MPT, or its assignee or purchaser at an applicable foreclosure or other sale, as landlord under such Tenant Lease and waive any right the Tenant may have to terminate the New Tenant Lease or to surrender possession thereunder, as a result thereof; (iii) at MPT’s option, exercisable at any time after a Major Event of Default, the Tenant under any such New Tenant Lease shall attorn to MPT and waive any right such Tenant may have to terminate the lease or sublease, or to surrender possession thereunder as a result of the termination of this Agreement; (iv) if required by MPT, the obligations and performance of Tenant shall be guaranteed by guarantors acceptable to MPT; (v) Tenant shall from time to time upon request of the Borrower Parties or MPT furnish within ten (10) days from request an estoppel certificate in form and content acceptable to MPT relating to the New Tenant Lease; (vi) in the event the Tenant receives a written notice from MPT or its assignees, if any, stating that a Major Event of Default has occurred, the Tenant shall thereafter be obligated to pay all rentals accruing under said New Tenant Lease directly to the Party giving such notice, or as such Party may direct and such Tenant shall be entitled to conclusively rely on such notice, or as such party may direct (all rentals received from the Tenant by MPT or MPT’s assignee, if any, as the case may be, shall be credited against amounts owing by the Borrower Parties under the Loan Documents, (vii) such New Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Section, and (vii) Tenant shall provide to MPT upon written request such officer’s certificates and financial statements as MPT may request from time to time.

Agreement Limitations. In addition to the sublease limitations as set forth in subsection Section 12.1(a), above, and notwithstanding anything contained in this Agreement to the contrary, Borrower shall not lease or sublease the Real Property on any basis such that the rental to be paid by the Tenant thereunder would be based, in whole or in part, on either (a) abovethe income or profits derived by the business activities of the Tenant, or (b) any other formula such that any portion of the Tenant Lease rental received by Lender would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. Moreover, Borrower shall not lease or sublease any portion of the Real Property for a term extending beyond the Fixed Term without the express consent of Lender. In addition, all leases and subleases contemplated by this Section Tenant Leases shall comply in all material respects with the applicable provisions of the Healthcare Fraud Laws. The Lender and Borrower Parties acknowledge and agree that all Tenant Leases entered into relating to the Real Property, whether or not approved by Lender, shall not, without the prior written consent of Lender, be deemed to be a direct lease between Lender and any Tenant. Borrower agrees that all Tenant Leases executed after the date hereof (“New Tenant Leases”) and submitted for approval of MPT as provided herein Closing Date must include provisions to the effect that (i) such New Tenant Lease lease and sublease is subject and subordinate to all of the terms and provisions of this Agreement, to the Security Documents and the other Loan Documents rights of Lender hereunder, and to any applicable all financing documents of relating to any Facility Lender; Loan in connection with the Real Property, (ii) from and after a Major Event of Defaultin the event Lender forecloses the Mortgages applicable to such Property or purchases such Property in accordance with Article XV, the Tenant will, at MPTLender’s option, exerciseable exercisable at any timetime in Lender’s discretion, attorn to MPT and recognize MPT, or its assignee or purchaser at an applicable foreclosure or other sale, as landlord under such Tenant Lease Lender and waive any right the Tenant may have to terminate the New Tenant Lease or to surrender possession thereunder, as a result thereof; (iii) at MPT’s option, exercisable at any time after a Major Event of Default, the Tenant under any such New Tenant Lease shall attorn to MPT and waive any right such Tenant may have to terminate the lease or sublease, sublease or to surrender possession thereunder as a result of the termination of this Agreement; , (iii) in the event of a foreclosure with respect to the applicable Property or Lender purchases such Property in accordance with Article XV, at Lender’s option, exercisable at any time in Lender’s discretion, such lease or sublease may be terminated or left in place by Lender, (iv) if required by MPT, the obligations and performance of Tenant shall be guaranteed by guarantors acceptable to MPT; (v) Tenant shall from time to time upon request of the Borrower Parties or MPT Lender furnish within ten twenty (1020) days from request an estoppel certificate in form and content reasonably acceptable to MPT Lender or any Facility Lender relating to the New Tenant Lease; , (viv) in the event the Tenant receives a written notice from MPT Lender or its Lender’s assignees, if any, stating that a Major an Event of Default under this Agreement has occurred, the Tenant shall shall, to the extent specified in such notice, thereafter be obligated to pay all rentals accruing under said New Tenant Lease directly to the Party Person giving such notice, or as such Party Person may direct direct, and such Tenant shall be entitled to conclusively rely on such notice, or as such party may direct notice (all rentals received from the Tenant by MPT Lender or MPTLender’s assigneeassignees, if any, as the case may be, shall be credited against the amounts owing by the Borrower Parties under the Loan Documents), and (viivi) such New Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this SectionArticle XII. Borrower acknowledges and agrees that the provisions of this Section 12.1 shall be applicable to all tenants, and (vii) subtenants or licensees of any material portion of the Real Property, whether under a Tenant shall provide to MPT upon Lease or any other written request such officer’s certificates and financial statements as MPT may request from time to timelease, sublease, license or rental agreement.