Common use of Agreement Limitations Clause in Contracts

Agreement Limitations. In addition to the sublease limitations as set forth in 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) the 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 Tenant Leases shall comply in all material respects with the Healthcare Laws. Lender and Borrower 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 Closing Date must include provisions to the effect that (i) such lease and sublease is subject and subordinate to all of the terms and provisions of this Agreement, to the rights of Lender hereunder, and to all financing documents relating to any Facility Loan in connection with the Real Property, (ii) in the event Lender forecloses the Mortgages applicable to such Property or purchases such Property in accordance with Article XV, the Tenant will, at Lender’s option, exercisable at any time in Lender’s discretion, attorn to Lender and waive any right the Tenant may have to terminate such lease or 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) Tenant shall from time to time upon request of Borrower or Lender furnish within twenty (20) days from request an estoppel certificate in form and content reasonably acceptable to Lender or any Facility Lender relating to the Tenant Lease, (v) in the event the Tenant receives a written notice from Lender or Lender’s assignees, if any, stating that an Event of Default under this Agreement has occurred, the Tenant shall, to the extent specified in such notice, thereafter be obligated to pay all rentals accruing under said Tenant Lease directly to the Person giving such notice, or as such Person may direct, and such Tenant shall be entitled to conclusively rely on such notice (all rentals received from the Tenant by Lender or Lender’s assignees, if any, as the case may be, shall be credited against the amounts owing by Borrower under the Loan Documents), and (vi) such Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Article XII. Borrower acknowledges and agrees that the provisions of this Section 12.1 shall be applicable to all tenants, subtenants or licensees of any material portion of the Real Property, whether under a Tenant Lease or any other written lease, sublease, license or rental agreement.

Agreement Limitations. In addition to the sublease limitations as set forth in 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 subsection (a) above, all leases and subleases contemplated by this Section shall comply with the income or profits derived by the business activities applicable provisions 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 Tenant Leases shall comply in all material respects with the Healthcare Fraud Laws. Lender and The Borrower acknowledge and Parties 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 Closing Date date hereof (“New Tenant Leases”) and submitted for approval of MPT as provided herein must include provisions to the effect that (i) such lease and sublease New Tenant Lease is subject and subordinate to all of the terms and provisions of this Agreement, to the rights of Lender hereunder, Security Documents and the other Loan Documents and to all any applicable financing documents relating to of any Facility Loan in connection with the Real Property, Lender; (ii) in the event Lender forecloses the Mortgages applicable to such Property or purchases such Property in accordance with Article XVfrom and after a Major Event of Default, the Tenant will, at LenderMPT’s option, exercisable exerciseable at any time in Lender’s discretiontime, attorn to Lender 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 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 Lender MPT furnish within twenty ten (2010) days from request an estoppel certificate in form and content reasonably acceptable to Lender or any Facility Lender MPT relating to the New Tenant Lease, ; (vvi) in the event the Tenant receives a written notice from Lender MPT or Lender’s its assignees, if any, stating that an a Major Event of Default under this Agreement has occurred, the Tenant shall, to the extent specified in such notice, shall thereafter be obligated to pay all rentals accruing under said New Tenant Lease directly to the Person Party giving such notice, or as such Person Party may direct, direct and such Tenant shall be entitled to conclusively rely on such notice notice, or as such party may direct (all rentals received from the Tenant by Lender MPT or LenderMPT’s assigneesassignee, if any, as the case may be, shall be credited against the amounts owing by the Borrower Parties under the Loan Documents), and (vivii) such New Tenant Lease shall at all times be subject to the obligations and requirements as set forth in this Article XII. Borrower acknowledges Section, and agrees that the provisions of this Section 12.1 (vii) Tenant shall be applicable provide to all tenants, subtenants or licensees of any material portion of the Real Property, whether under a Tenant Lease or any other MPT upon written lease, sublease, license or rental agreementrequest such officer’s certificates and financial statements as MPT may request from time to time.